Common use of Proxy Statement Clause in Contracts

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Law.

Proxy Statement. (a) As soon promptly as practicable and in any event no later than 30 days after execution the date of this Agreement, the Company shall prepare prepare, and file Parent shall provide reasonable cooperation to the Company in the preparation of, a proxy statement to be sent to the Company’s stockholders in connection with the Company Stockholders’ Meeting (the “Proxy Statement”). The Company shall: (i) cause the Proxy Statement to comply with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared rules and regulations promulgated by the SEC. Holding, Parent, Acquiror ; (ii) provide Parent with a reasonable opportunity to review and the Company shall cooperate with each other in the preparation comment on drafts of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to ; (iii) promptly cause the Proxy Statement and of any requests by to be filed with the SEC for any amendment or supplement thereto or for additional information and shall SEC; (iv) promptly provide to Acquiror promptly Parent with copies of all correspondence between the Company or any representative of its Representatives, on the Company one hand, and the SEC. The Company shall give Acquiror and SEC or its counsel staff, on the other hand; (v) promptly notify Parent upon the receipt of any comments or requests from the SEC or its staff with respect to the Proxy Statement; (vi) provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed withrelated correspondence and filings, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to include in the Proxy Statement and in any other documents filed with, such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or sent to, requests of the SEC or mailed to the Company Stockholders its staff; and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail (viii) cause the Proxy Statement to the Stockholders. Each of be mailed to the Company’s stockholders as promptly as practicable following the date of this Agreement. To the extent practicable, Holding, the Company and its outside counsel shall permit Parent and Acquiror promptly shall correct any information provided by it and used its outside counsel to participate in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file communications with the SEC and have cleared by its staff (including all meetings and telephone conferences) relating to the SEC Proxy Statement, this Agreement or any of the Contemplated Transactions. (b) If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement Statement, then the Company shall promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a), (i) prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable, and (ii) if appropriate, cause such amendment or supplement to correct be mailed to the same and stockholders of the Company. If Parent becomes aware of any information regarding Parent that is required to cause be disclosed in an amendment or supplement to the Proxy Statement, then Parent shall promptly inform the Company of such information. (c) The Company shall ensure that (i) none of the information included or incorporated by reference in the Proxy Statement as so corrected (other than information relating to be disseminated Parent included in the Proxy Statement that was provided in writing by Parent to the Company specifically for inclusion in the Proxy Statement) will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in each case the light of the circumstances under which they are made, not misleading and (ii) the Proxy Statement complies as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder. (d) Parent shall ensure that none of the information relating to Parent that is provided in writing by Parent to the extent Company specifically for inclusion in the Proxy Statement and that is included in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required by applicable Lawto be included in such information or necessary in order to make the statements included in such information, in the light of the circumstances under which they are made, not misleading.

Proxy Statement. As If required by the Exchange Act, the Company shall, as soon as practicable and in any event no later than 30 days after execution following the expiration of this Agreementthe Offer, the Company shall prepare and file with the SEC the Proxy Statement with in preliminary form, and each of the SEC under the Exchange Act. The Company will Company, Parent and Sub shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of respond as promptly as practicable to any comments of the SEC with respect thereto. 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 and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly supply Parent with copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment representatives, on the Proxy Statement one hand, and any other documents filed with the SEC or mailed to its staff, on the Company Stockholders prior to their being filed withother hand, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements with respect to the Proxy Statement and Statement. If at any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments time prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each receipt of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments adoption of and requests this Agreement by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each required vote of the Company, Holding, Parent and Acquiror promptly holders of the outstanding Shares (the “Company Stockholder Approval”) there shall correct occur any information provided by it and used event that should be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to Statement, the Company Stockholders, in each case 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 the Company’s stockholders as promptly as practicable after filing with the SEC. Subject to the terms and conditions of this Agreement, the Proxy Statement shall contain the recommendation of the Company Board of Directors in favor of the Merger.

Proxy Statement. As soon promptly as practicable and in any event no later than 30 days after execution of this Agreement, the Company shall prepare and file the Proxy Statement Statement, file it with the SEC under the Exchange Act. The Company will , and use commercially all reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror Parent and its counsel the opportunity to review and comment on the Proxy Statement and any other documents prior to its being filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror Parent and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent and Acquiror Merger Subsidiary agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholdersstockholders of the Company. Each Prior to the date of approval of the Merger by the Company's stockholders, each of the Company, Holding, Parent and Acquiror promptly Merger Subsidiary shall correct promptly any information provided by it and to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect, respect and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholdersstockholders of the Company, in each case to the extent required by applicable Lawlaw.

Proxy Statement. As soon as practicable and in any event (a) The Company shall (i) no later than 30 days fifteen (15) Business Days after execution the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement relating to the Company Shareholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”), (ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments and (iv) use its reasonable best efforts to have cleared by the staff of the SEC the Proxy Statement and thereafter mail to its shareholders such Proxy Statement within three (3) Business Days, and (v) to the extent required by applicable Law, promptly file and mail to the Company shareholders any supplement or amendment to the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with Parent and provide Parent with the opportunity to review and comment upon any response to such comments or requests prior to responding to any such comments or request and shall reasonably consider Parent’s comments in good faith, and shall provide Parent promptly with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Parent shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be reasonably required to be set forth in the Proxy Statement under the Exchange Act. The Company will use commercially provide Parent a reasonable efforts opportunity to have review and comment upon the Proxy Statement cleared by Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. Holding, and shall reasonably consider Parent, Acquiror ’s comments in good faith. (b) The Company and the Company Parent shall cooperate to (i) concurrently with each other in the preparation and filing of the Proxy Statement, jointly prepare and file with the Company shall notify Acquiror SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement, and furnish to each other all information concerning such party as may be reasonably requested in connection with the preparation of the receipt of Schedule 13E-3, (ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to the Proxy Statement such filings and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any will consult with each other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed withproviding such response, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As (iii) as promptly as practicable after the Proxy Statement has been cleared by the SECreasonably practicable, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent prepare and Acquiror promptly shall correct file any information provided by it and used in the Proxy Statement that shall have become false amendments or misleading in any material respect, and the Company shall take all steps supplements necessary to file with the SEC and be filed in response to any such comments, (iv) use reasonable best efforts to have cleared by the staff of the SEC the Schedule 13E-3 and (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare and file any supplement or amendment to the Schedule 13E-3. Each party shall promptly notify the other upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3. (c) If, at any time prior to the Company Shareholders’ Meeting any information relating to the Company or Parent or any of their respective Affiliates should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement or Schedule 13E-3, as to correct the same and to cause applicable, so that the Proxy Statement or Schedule 13E-3, as so corrected applicable, shall not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by applicable Law, the Company (or the Company and Parent jointly, in the case of the Schedule 13E-3) shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company’s shareholders. (d) Subject to Section 5.4, the Company Recommendation shall be included in the Proxy Statement and the Schedule 13E-3 and the Company shall use reasonable best efforts to secure the Required Shareholder Vote.

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution (a) If approval of this Agreementthe Company’s stockholders is required by applicable Law to consummate the Merger, promptly following consummation of the Offer, the Company shall (i) prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will , (ii) mail to the holders of Shares a Proxy Statement within a sufficient time prior to the Stockholders’ Meeting and (iii) otherwise comply in all material respects with all legal requirements applicable to the Stockholders’ Meeting, and shall use commercially its reasonable efforts to have the Proxy Statement cleared by the SECSEC promptly. Holding, Parent, Acquiror Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent promptly of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests request by the SEC for any amendment or supplement thereto or for additional information and shall provide as soon as reasonably practicable to Acquiror promptly Parent copies of all correspondence between the Company or any representative of the Company and the SECSEC with respect thereto. The Company shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on the Proxy Statement and any other prior to such documents being filed with the SEC or mailed disseminated to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders holders of Shares and shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent and Acquiror Purchaser agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected and all required amendments and supplements thereto to be disseminated mailed to the holders of Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time. (b) The Company shall use its reasonable best efforts to ensure that the Proxy Statement (i) will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in each case light of the circumstances under which they are made, not misleading and (ii) will comply as to form in all material respects with the extent applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Proxy Statement. Parent shall use its reasonable best efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required by applicable Lawto be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution Promptly following the date of this Agreement, the Company and Parent shall, except as otherwise provided for herein, cooperate in preparing a proxy statement or information statement that meets the requirements of the Exchange Act (together with any amendments thereof or supplements thereto, the "Proxy Statement") to seek the approval and adoption of this Agreement and the Merger by the Company's stockholders. The Company shall prepare and file use its commercially reasonable efforts to cause the Proxy Statement with to be mailed to the SEC under Company's stockholders as promptly as reasonably practicable. The Company and Parent each agrees to correct any information provided by it for use in the Exchange ActProxy Statement that shall have become false or misleading. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall promptly notify Acquiror Parent of the receipt of any comments of from the SEC with respect to the Proxy Statement and of any requests request by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement, and any other documents filed withall mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by Parent, and shall be reasonably acceptable to Parent. Parent will furnish (or sent to, the SEC or mailed cause to be furnished) to the Company Stockholders the information relating to it and all responses its Affiliates and FPSH and its Affiliates required by the Exchange Act to requests for additional information and replies to comments prior to their being filed with, or sent to, be set forth in the SEC or mailed to its StockholdersProxy Statement. Each of the Company, Holding, Parent and Acquiror The Company agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such any comments of and requests made by the SEC. As promptly as practicable after SEC with respect to the Proxy Statement has been cleared and any preliminary version thereof filed by it and cause such Proxy Statement to be mailed to the SECCompany's stockholders at the earliest practicable time. Subject to Section 6.10, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used include in the Proxy Statement that shall have become false or misleading in any material respect, the recommendation of the Special Committee and the recommendation of the Company shall take all steps necessary to file with Board that the SEC Company's stockholders vote in favor of the approval and have cleared by adoption of this Agreement and the SEC any amendment or supplement to the Proxy Statement Merger (as to correct the same and to cause the Proxy Statement as so corrected to may be disseminated to the Company Stockholdersamended, modified or withdrawn in each case to the extent required by applicable Lawaccordance with Section 6.10).

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement with respect to the SEC under the Exchange ActCompany Shareholders Meeting. The Company will use commercially reasonable efforts to have mail the Proxy Statement to the Company’s shareholders as of the record date established for the Company Shareholders Meeting as promptly as practicable after the Proxy Statement is cleared by the SEC. HoldingThe Company shall include, Parentexcept to the extent provided in Section 6.3, Acquiror the text of this Agreement and the Company shall cooperate with each other Board Recommendation in the preparation Proxy Statement. Each of the Company and Parent shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions similar to the Merger Transactions. The Company shall provide Parent with a copy of the preliminary Proxy Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewith. The Company will inform Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any Statement or comments of (written or oral) thereon or requests by the SEC for additional information, will consult with respect Parent prior to responding (in writing or orally) to any such comments or request or filing any amendment or supplement to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide will furnish to Acquiror promptly Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment Representatives, on the Proxy Statement one hand, and any other documents filed with the SEC or mailed its staff, on the other hand, with respect to the Proxy Statement, the Merger Transactions or any other filings in connection herewith or therewith and will consult with Parent in connection therewith. If at any time prior to the Merger Effective Time any information relating to the Company Stockholders prior to their being filed withor Parent, or sent toany of their respective Affiliates, officers or directors, should be discovered by the SEC Company or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements Parent which, pursuant to the Proxy Statement and any other documents filed withSecurities Act or the Exchange Act, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used should be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as to correct the same and to cause Statement, so that any of the Proxy Statement as so corrected would not include any misstatement of a material fact or omit to be disseminated state any material fact necessary to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by any applicable LawLegal Requirements, disseminated to the shareholders of the Company. All documents that each of the Company and Parent is responsible for filing with the SEC in connection with the Merger Transactions will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the New York Stock Exchange (the “NYSE”).

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution following consummation of this Agreementthe Offer, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will , unless the Special Stockholders' Meeting is not required under applicable "short-form" merger provisions of Delaware Law, and shall use commercially reasonable its best efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent of the receipt of any comments of the SEC or its staff with respect to the Proxy Statement and of any requests by the SEC or its staff for any amendment or supplement thereto or for additional information and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative of the Company and the SECSEC or its staff and written statements describing telephone conversations with the SEC or its staff. The Company shall give Acquiror Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and comment on shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and any other documents filed with the SEC or mailed all responses to the Company Stockholders requests for additional information and replies to comments and conversations prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent and Acquiror Purchaser agrees to use its commercially all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and of, requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file conversations with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same its staff and to cause the Proxy Statement as so corrected and all required amendments and supplements thereto to be disseminated mailed to the Company holders of Shares entitled to vote at the Special Stockholders, in each case to ' Meeting at the extent required by applicable Lawearliest practicable time.

Proxy Statement. (a) As soon as practicable and in any event no later than 30 days after execution of this Agreementfollowing the date hereof, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will Act and the rules and regulations promulgated thereunder, and shall use commercially its reasonable best efforts to have cleared by the SEC as promptly as practicable after such filing, the Proxy Statement cleared by with respect to the SECShareholders Meeting. Holding, Parent, Acquiror Purchaser and the Company shall will cooperate with each other in the preparation of the Proxy Statement; without limiting the generality of the foregoing, Purchaser will furnish in writing to the Company the information relating to it and its affiliates required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall notify Acquiror of the receipt of agrees to use its reasonable best efforts, after consultation with Purchaser, to respond promptly to any comments of made by the SEC with respect to the Proxy Statement and of any requests preliminary version thereof filed by it, and to cause such Proxy Statement to be mailed to the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Company's shareholders as promptly copies of all correspondence between the Company or any representative of the Company and the SECas practicable. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror Purchaser each agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used for use in the Proxy Statement that which shall have become false or misleading in misleading. (b) The Company will as promptly as practicable notify Purchaser of (i) the receipt of any material respect, and the Company shall take all steps necessary to file with comments from the SEC and have cleared by the SEC any amendment or supplement with respect to the Proxy Statement as to correct and (ii) any request by the same and to cause SEC for any additional information. All filings by the Company with the SEC, including the Proxy Statement as so corrected and any amendments thereto, and all mailings to the Company's shareholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Purchaser (such approval not to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawunreasonably withheld or delayed).

Proxy Statement. As soon promptly as practicable and after the execution of this Agreement but in any event no later than 30 days after execution of this AgreementNovember 28, 2003, the Company shall prepare and file the Proxy Statement with the SEC under a proxy statement relating to the Exchange Actmeeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The In addition, the Company will use commercially reasonable efforts to have shall prepare and file with the Proxy Statement cleared SEC, any Other Filings as and when required or requested by the SEC. HoldingThe Company, after consultation with Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of will use all reasonable efforts to respond as promptly as practicable to any comments of made by the SEC with respect to the Proxy Statement and any Other Filings. Parent shall furnish all information concerning it and the holders of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between its capital stock as the Company or any representative of the Company may reasonably request in connection with such actions and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on preparation of the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SECOther Filings. As promptly as practicable after the clearance of the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to its stockholders. The Proxy Statement shall (subject to the Stockholders. Each last sentence of Section 5.6.3 hereof) include the recommendation of the Receiver that adoption of the Merger Agreement by the Company’s stockholders is advisable and that the Receiver has determined that the Merger is fair and in the best interests of the Company’s stockholders. Subject to the last sentence of Section 5.6.3 hereof, Holding, Parent and Acquiror promptly shall correct any information provided by it and used no amendment or supplement (other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.9 of this Agreement) to the Proxy Statement that shall have become false or misleading in any material respect, and Other Filings will be made by the Company without the approval of Parent (which approval shall take all steps necessary to file with the SEC and have cleared not be unreasonably withheld or delayed). The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement as or any Other Filing, Parent shall promptly inform the Company. If at any time prior to correct the same and Effective Time, any event or circumstance relating to cause the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement as so corrected to be disseminated to or any Other Filing, the Company Stockholdersshall promptly inform Parent. All documents that the Company is responsible for filing in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, in each case to the extent required by rules and regulations thereunder and other applicable LawLaws.

Proxy Statement. As If (a) the approval of this Agreement by the Company’s shareholders is required by Law, then the Company shall, at Parent’s request, as soon as practicable and in any event no later than 30 days after execution following the expiration of this Agreementthe Offer, or (b) the Publication Date does not occur on or prior to November 17, 2006, then the Company shall promptly thereafter, prepare and file with the SEC the Proxy Statement to be sent to the shareholders of the Company in connection with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Shareholders Meeting and other solicitation materials of Parent and the Company shall constituting a part thereof and related documents. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Proxy Statement and the related materials. Without limiting the generality of the foregoing, Parent will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall not file the preliminary Proxy Statement or any related materials, or any amendment or supplement thereto, without (i) providing the Parent a reasonable opportunity to review and comment thereon and (ii) including therein any comments reasonably proposed by Parent. Each party shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the preliminary Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s shareholders as promptly as reasonably practicable following filing with the SEC. Each party agrees to consult with the other party prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of Parent, Merger Sub and the Company agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. Each party shall as soon as reasonably practicable (i) notify Acquiror the other parties of the receipt of any comments of from the SEC with respect to the Proxy Statement and of any requests request by the SEC for any amendment or supplement thereto to the Proxy Statement or for additional information and shall (ii) provide to Acquiror promptly each other party with copies of all correspondence between a party and its employees and other authorized representatives, on the Company or any representative of the Company one hand, and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment , on the Proxy Statement and any other documents filed hand, with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements respect to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawStatement.

Proxy Statement. (a) As soon promptly as reasonably practicable and following the date of this Agreement (but in any event no later earlier than 30 thirty (30) days after execution the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement with filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the SEC under Company all information concerning Parent and the Merger Subs required by the Exchange ActAct to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall promptly notify Acquiror of Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC with respect (or the staff of the SEC) for amendments or supplements to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any representative request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC. The SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall give Acquiror file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel the a reasonable opportunity to review and comment on thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement and any other documents filed to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the SEC written consent of Parent (which shall not be unreasonably withheld, conditioned or mailed delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to their being filed withthe Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or sent toadjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the SEC or mailed Company shall use its reasonable best efforts to its solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall give Acquiror not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting. (b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel the a reasonable opportunity to review and comment on thereon, and the Company shall give good faith consideration to all amendments and supplements reasonable additions, deletions or changes suggested by Parent or its counsel. (c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement and so that the Proxy Statement would not include any other documents filed withmisstatement of a material fact or omit to state any material fact necessary to make the statements therein, or sent toin light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC or mailed and, to the extent required by Applicable Law, disseminated to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror party agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used for use in the Proxy Statement that which shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawmisleading.

Proxy Statement. (a) As soon promptly as practicable and in any event no later than 30 days after the execution of this Agreement, the Company shall prepare and file a preliminary proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (such proxy statement together with, as the context dictates, any ancillary documents to be sent to such stockholders, each as amended or supplemented, being referred to herein as the “Proxy Statement Statement”) with the SEC under the Exchange Act. The Company will , and shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SECSEC as promptly as practicable. Holding, Parent, Acquiror Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative of the Company and the SECSEC with respect thereto. The Company shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any other supplements thereto, prior to such documents being filed with the SEC or mailed disseminated to the holders of shares of Company Stockholders prior to their being filed withCommon Stock, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent and Acquiror Merger Sub agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected and all required amendments and supplements thereto to be disseminated mailed to the holders of shares of Company Common Stock entitled to vote at the Stockholders’ Meeting at the earliest reasonably practicable time. Parent shall, and shall cause its affiliates to, cooperate with the Company in each case the preparation of the Proxy Statement or any amendment or supplement thereto, including supplying information for inclusion or incorporation by reference in the Proxy Statement or filing information required by the Exchange Act or requested by the SEC in a timely manner. (b) Subject to Section 6.04, the Proxy Statement shall (i) include the Company Recommendation (except to the extent required that the Company Board withdraws or modifies its approval, determination of advisability or recommendation in accordance with Section 6.04) and (ii) unless such opinion is withdrawn or rescinded, include the written opinion of Sandler ▇’▇▇▇▇▇ & Partners, L.P., to the effect that, as of the date of this Agreement and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration to be received in the Merger by applicable Lawthe holders of the Company Common Stock is fair, from a financial point of view, to such stockholders (other than Parent and its subsidiaries). Except to the extent permitted by Section 6.04, the Company shall not make an Adverse Recommendation Change.

Proxy Statement. As soon as practicable and after (i) the Purchase Time, unless the Merger is consummated in any event no later than 30 days after execution accordance with Section 253 of the DGCL as contemplated by Section 5.5(b), or (ii) a termination or expiration of the Offer that does not result in the termination of this Agreement, the Company shall promptly prepare and file with the SEC the Proxy Statement in connection with the SEC under the Exchange ActMerger. The Company Purchaser and Merger Sub will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and cooperate with the Company shall cooperate in connection with each other in the preparation of the Proxy StatementStatement including, and but not limited to, furnishing to the Company any and all information regarding Purchaser, Merger Sub and their respective affiliates as may be required to be disclosed therein. The Company shall notify Acquiror of the receipt of give reasonable and good faith consideration to any other comments made by Purchaser and Merger Sub and their counsel. The Company agrees (i) to provide Purchaser and Merger Sub with any comments of or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Proxy Statement promptly upon receipt thereof and prior to responding thereto and (ii) a reasonable opportunity to participate in the response of any requests the Company to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between participating with the Company or their counsel in any representative of the Company and discussions or meetings with the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with shall contain the SEC or mailed to recommendation of the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of Board that the Company, Holding, Parent ’s stockholders approve this Agreement and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SECtransactions contemplated hereby. As promptly as practicable possible after clearance by the SEC of the Proxy Statement has been cleared by the SECStatement, the Company shall mail will cause the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary be mailed to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawits stockholders.

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution of this AgreementIf required under applicable Law, the Company shall prepare and file the Proxy Statement Statement, file it with the SEC under the Exchange Act. The Company will Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any action contemplated by this Section 6.10. Parent, Acquiror Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative Representative of the Company and the SEC. The Company shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on the Proxy Statement and any other documents prior to its being filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent and Acquiror Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each stockholders of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the . The Proxy Statement that shall have become false or misleading in any material respect, and include the recommendation by the Board of Directors of the Company shall take all steps necessary that the Company’s stockholders vote to file with approve the SEC Merger and have cleared by this Agreement unless the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to Board of Directors of the Company Stockholders, has withdrawn or modified its recommendation in each case to the extent required by applicable Lawaccordance with Section 6.03 in connection with a Superior Proposal.

Proxy Statement. As soon as practicable (a) Following the completion of the Offer and if required by the Securities Exchange Act because action by the Company's shareholders is necessary in any event no later than 30 days after execution of this Agreementorder to complete the Merger, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to shareholders, a proxy statement in connection with a meeting of the Company's shareholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "Company Proposals"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Proxy Statement"). (b) Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable laws. Parent agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any Parent Information (as defined below) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC SEC, as promptly as practicable, pursuant to Rule 14a-6 or Rule 14c-5, as applicable, under the Securities Exchange Act. . (d) The Company will use commercially reasonable efforts to have shall provide Parent for its review a copy of the Proxy Statement cleared by the SECprior to each filing thereof, with reasonable time and opportunity for such review. Holding, Parent, Acquiror and Parent authorizes the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used utilize in the Proxy Statement that shall have become false or misleading in any material respect, the information concerning Parent and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated its subsidiaries provided to the Company Stockholdersin connection with, in each case to or contained in, the extent required by applicable LawProxy Statement.

Proxy Statement. As (a) The Company shall, in accordance with applicable Law and its certificate of incorporation and by-laws, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company Special Meeting”) as soon as practicable following the date hereof and in any no event no later than 30 40 days (or such other date on which the parties may agree in writing) after execution the date on which all SEC comments to the Proxy Statement have been resolved, for the purpose of considering the adoption of this AgreementAgreement and the approval of the Merger. In connection with the Company Special Meeting, as soon as practicable following the date hereof, the Company shall prepare and file the Proxy Statement with the SEC under a proxy statement (together with all amendments and supplements thereto, the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the “Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect ”) relating to the Proxy Statement Merger and of any requests by this Agreement and furnish the SEC for any amendment or supplement thereto or for additional information and shall provide required to Acquiror promptly copies of all correspondence between be provided to the Company or any representative stockholders of the Company pursuant to the DGCL and the SECany other applicable Laws. The Company shall give Acquiror and its counsel the provide Parent a reasonable opportunity to review and comment on the Proxy Statement and (which comments shall be reasonably considered by the Company). The Company will advise Parent promptly of any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment comments on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, by the SEC and responses thereto or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SECSEC for additional information. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the The Company shall mail the Proxy Statement use its reasonable best efforts to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take resolve all steps necessary to file SEC comments with the SEC and have cleared by the SEC any amendment or supplement respect to the Proxy Statement as promptly as practicable after receipt thereof. The Company shall consult with Parent and reasonably consider its comments prior to correct responding to SEC comments with respect to the same and Proxy Statement. Subject to cause the provisions of this Agreement, the Proxy Statement as so corrected shall include the Company Recommendation and the Company shall use its reasonable best efforts to be disseminated obtain the Company Requisite Vote; provided, however that if the Company’s board of directors effects a Change in Recommendation in accordance with Section 6.3(e), the Company may cease to use such efforts. A Change in Recommendation permitted by Section 6.3(e) will not constitute a breach by the Company of this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement is terminated in accordance with Section 8.1, the Company, regardless of whether the board of directors has approved endorsed or recommended an Acquisition Proposal or has effected a Change in Recommendation, but in compliance with the DGCL, will call, give notice of, convene and hold the Company Stockholders, in each case to Special Meeting as soon as reasonably practicable following the extent date hereof and will submit this Agreement for adoption by the stockholders of the Company at the Company Special Meeting. Unless required by applicable Law, the Company shall not postpone the Company Special Meeting, or adjourn the Company Special Meeting if a quorum is present, without the prior written consent of Parent.

Proxy Statement. (a) As soon promptly as practicable and in any event no later than 30 days after execution the date of this Agreement, the Company DGLP shall prepare and file cause to be filed with the SEC the proxy statement relating to the Seller Stockholders’ Meeting to be held to consider the adoption and approval of this Agreement and the Contemplated Transactions (the “Proxy Statement”). DGLP shall cause the Proxy Statement to comply in all material respects in form and substance with the rules and regulations promulgated by the SEC under and to respond promptly to any comments of the Exchange Act. The Company will use commercially reasonable efforts SEC or its staff with respect to have the Proxy Statement cleared by the SECStatement. Holding, Parent, Acquiror and the Company Buyer shall cooperate furnish to DGLP all information concerning themselves as DGLP may reasonably request in connection with each other in the preparation of the Proxy Statement or which may be required under applicable Law. DGLP shall promptly notify the Buyer 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, shall consult with the Buyer prior to responding to any such comments or requests or filing any amendment or supplement to the Proxy Statement, and shall provide the Company shall notify Acquiror Buyer with copies of all correspondence between DGLP and its Representatives on the one hand and the SEC and its staff on the other hand. DGLP will cause the Proxy Statement to be mailed to the Seller Stockholders as promptly as practicable following the clearance of the receipt Proxy Statement by the SEC (or expiration of applicable period for comments) and shall furnish the information required to be provided to the Seller Stockholders pursuant to Nevada law and any other applicable Legal Requirement. (b) Notwithstanding anything to the contrary stated above, prior to filing and mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments 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 thereto, DGLP shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the Buyer with a reasonable opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC such document or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders response and shall give Acquiror discuss with Buyer, and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed withinclude in such document or response, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests reasonably proposed by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawBuyer.

Proxy Statement. (i) As soon promptly as practicable following the date hereof, and in any event no later than 30 within thirty (30) days after execution following the date of this Agreement, the Company shall, with reasonable assistance from Parent, prepare, and the Company shall prepare and file with the SEC, a proxy statement of the Company in connection with seeking the Company Stockholder Approval (as amended or supplemented from time to time, the “Proxy Statement”). The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared rules and regulations promulgated by the SEC. Holding, Parent, Acquiror and Parent shall furnish all information concerning it as may reasonably be requested by the Company shall cooperate in connection with each other in such actions and the preparation of the Proxy Statement, and . The Company (A) will cause the Proxy Statement to be mailed to stockholders of the Company as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement and (B) shall promptly (and in no event later than the fifth (5th) Business Day following the date of the Agreement) commence a “broker search” in accordance with Rule 14a-13 of the Exchange Act. (ii) All filings by the Company or Parent with the SEC in connection with the transactions contemplated hereby and all mailings to the stockholders of the Company in connection with the Merger shall be subject to the prior review and comment by the other party, which comments the Company or Parent, as applicable, shall consider in good faith, acting reasonably. (iii) The Company shall (A) as promptly as practicable notify Acquiror Parent of (1) the receipt of any comments of from the SEC and all other written correspondence and oral communications with respect the SEC relating to the Proxy Statement and of (2) any requests request by the SEC for any amendment or supplement thereto supplements to the Proxy Statement or for additional information with respect thereto and shall provide to Acquiror promptly (B) supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger. (iv) Each of Parent and the Company shall ensure that none of the information supplied by or any representative on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the stockholders of the Company and at the SEC. The time of the meeting of the stockholders of the Company shall give Acquiror and its counsel (the opportunity “Company Stockholders’ Meeting”) contain any untrue statement of a material fact or omit to review and comment on state any material fact required to be stated therein or necessary in order to make the Proxy Statement and statements therein, in light of the circumstances under which they are made, not misleading. (v) If at any other documents filed with the SEC or mailed time prior to the Company Stockholders prior Effective Time any information relating to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, HoldingParent or Merger Sub or any of their respective Affiliates, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests directors or officers is discovered by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, HoldingParent or Merger Sub, Parent and Acquiror promptly shall correct any information provided by it and used which is required to be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as Statement, so that such document would not include any misstatement of a material fact or omit to correct state any material fact necessary to make the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholdersstatements therein, in each case light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties 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 stockholders of the Company, in each case, by the Company (with the reasonable assistance of Parent).

Proxy Statement. (a) As soon promptly as practicable and in any event no later than 30 days after the execution of this Agreement, the Parent and Company shall jointly prepare and Company shall file with the SEC a proxy statement with respect to the Merger relating to the special meeting of Company's shareholders to be held to consider approval and adoption of this Agreement and the Merger (the "Company Shareholders' Meeting") (together with any amendments thereto, the "Proxy Statement"). No filing of, or amendment or supplement to, the Proxy Statement will be made by Company without providing Parent with the SEC under the Exchange Actopportunity to review and comment thereon. The Company will shall use commercially reasonable its best efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Copies of the Proxy Statement shall be provided to the NNM in accordance with its rules. Parent, Lux Sub or Company, as the case may be, shall furnish all information concerning Parent, Lux Sub or Company as any other party may reasonably request in connection with the preparation of the Proxy Statement. Company shall notify Parent promptly of the receipt of any comments from the SEC on the Proxy Statement and of any requests by the SEC for any amendment amendments or supplement supplements thereto or for additional information and shall promptly provide to Acquiror promptly Parent copies of all correspondence between the Company or any representative of its representatives or advisors and the SEC with respect to the Proxy Statement. Company and shall use its best efforts to cause the Proxy Statement to be mailed to Company's shareholders as promptly as practicable after filing thereof with the SEC. The Company Each of the parties hereto shall give Acquiror and its counsel the opportunity to review and comment on cause the Proxy Statement to comply as to form and any other documents substance as to matters relating to, and supplied for inclusion therein by, such party in all material respects with the applicable requirements of (i) the Exchange Act and (ii) the rules and regulations of the NNM. (b) The Proxy Statement shall include (i) information with respect to Company and its shareholders, the approval and adoption of the Merger and the recommendation of the Board of Directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of Company to withdraw its recommendation in compliance with Section 6.04 of this Agreement, and (ii) the opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ referred to in Section 4.19. (c) None of the information supplied by Company for inclusion or incorporation by reference in the Proxy Statement will, at the time it is filed with the SEC or any other regulatory agency, at the date it is or any amendments or supplements thereto are mailed to shareholders of Company or at the time of the Company Stockholders Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to their being filed withreceipt of the Company Shareholder Approval, any event or circumstance relating to Company, or sent toits officers, the SEC directors or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements shareholders, should occur or be discovered by Company that should be set forth in an amendment or a supplement to the Proxy Statement Statement, Company shall promptly prepare and mail to its shareholders such an amendment or supplement. Company shall not mail any other documents filed withProxy Statement, or sent toany amendment or supplement thereto, to which Parent reasonably objects. All documents that Company is responsible for filing with the SEC or mailed in connection with the Merger will comply as to form in all material respects with the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each applicable requirements of the Company, Holding, Parent rules and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each regulations of the Company, Holding, Exchange Act. (d) None of the information supplied by Parent and Acquiror promptly shall correct any information provided by it and used or Lux Sub for inclusion in the Proxy Statement that shall have become false or misleading in any material respectwill, and at the Company shall take all steps necessary to file time it is filed with the SEC and have cleared or any other regulatory agency, at the date it is or any amendments or supplements thereto are mailed to shareholders of Company or at the time of Company Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to receipt of the Company Shareholder Approval, any event or circumstance relating to Parent, Lux Sub or Merger Sub, or their respective officers or directors, should occur or be discovered by the SEC any Parent or Lux Sub that should be set forth in an amendment or a supplement to the Proxy Statement Statement, Parent or Lux Sub, as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholderscase may be, in each case to the extent required by applicable Lawshall promptly inform Company.

Proxy Statement. As soon promptly as practicable and in any event no later than 30 days after execution following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement, and in any event the Company shall use its reasonable best efforts to file the Proxy Statement with the SEC under within twenty (20) business days after the Exchange Actdate of this Agreement. The Company and Parent will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror cooperate and the Company shall cooperate consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, and each of the Company and Parent shall notify Acquiror furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the receipt type contemplated by this Agreement. Each of the Company and Parent shall use its reasonable best efforts, after consultation with the other, to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and of any requests the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s stockholders as promptly as reasonably practicable following clearance from the SEC. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for any amendment amendments or supplement thereto or for additional information supplements to the Proxy Statement and shall promptly provide to Acquiror promptly Parent with copies of all correspondence between the Company or any representative of and its Representatives, on the Company one hand, and the SEC. The Company shall give Acquiror SEC and its counsel the opportunity to review and comment staff, on the other hand, relating to the Proxy Statement and Statement. If at any other documents filed with time prior to the SEC or mailed Stockholders Meeting, any information relating to the Company Stockholders prior to or Parent and Merger Sub or any of their being filed withrespective affiliates, officers or sent todirectors, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to should be discovered by the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used which should be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as to correct the same and to cause Statement, so that the Proxy Statement as so corrected shall not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC as soon as reasonably practicable and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or response, and to the extent practicable and related to matters involving Parent, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement.

Proxy Statement. (a) As soon promptly as practicable and in any event no later than 30 days after execution following the date of this Agreement, the Company shall prepare a preliminary proxy statement (the "Proxy Statement") relating to the Special Meeting and file a form of proxy for use at the Special Meeting relating to the vote of the Shareholders with respect to the Merger. Parent shall be afforded a reasonable opportunity to comment on the Proxy Statement. The Proxy Statement shall comply in all material respects with the SEC under provisions of the Exchange Act. , and shall be in form and substance reasonably satisfactory to Parent. (b) The Company will use commercially reasonable efforts to have shall cause the preliminary Proxy Statement cleared by to be filed with the SEC. HoldingSecurities and Exchange Commission (the "Commission") at the earliest practicable date after the date of this Agreement, Parent, Acquiror and in any event not more than 14 days after the date hereof. (c) The Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall promptly notify Acquiror Parent of the receipt of any comments of the SEC Commission with respect to the preliminary Proxy Statement and of any requests by the SEC Commission for any amendment or supplement thereto or for additional information and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative of the Company and the SECCommission. As promptly as practicable after comments are received from the Commission with respect to the preliminary Proxy Statement, the Company shall use its commercially reasonable efforts to respond to the comments of the Commission and, to the extent comments of the Commission relate to Parent or Purchaser, Parent and Purchaser shall use their commercially reasonable efforts to respond to the comments of the Commission. The Company shall give Acquiror Parent and its counsel the reasonable opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments of the Commission prior to their being filed with, with or sent toto the Commission, and Parent and Purchaser shall provide the SEC Company with such information about them as may be required to be included in the Proxy Statement or mailed as may be reasonably required to its Stockholders. Each respond to any comment of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with Commission. (d) After all the other parties hereto, to respond promptly to all such comments of and requests received from the Commission have been cleared by the SEC. As promptly as practicable after Commission staff and all information required to be contained in the Proxy Statement has been cleared included therein by the SECCompany, the Company shall mail file with the Commission the definitive Proxy Statement and the Company shall use its commercially reasonable efforts to have the Proxy Statement cleared by the Commission as soon thereafter as practicable. The definitive Proxy Statement shall contain the fairness opinion of the financial advisor for the Company pursuant to Section 3.1(b). The Company shall cause the Proxy Statement to the Stockholders. Each be mailed to record holders of the CompanyCommon Stock as promptly as practicable after clearance by the Commission. (e) The Proxy Statement shall contain the determination and recommendation of the Board of Directors referred to in and subject to Section 3.1; provided, Holdinghowever, that any withdrawal or change in its recommendation must be made in compliance with Section 6.2(c), if applicable, and subject to the requirement that the Board of Directors submit this Agreement and the Transactions, including the Merger, to a shareholder vote in accordance with Section 3.3(c). (f) The Company shall prepare and revise the Proxy Statement so that, at the date mailed to the Shareholders, at the time of the Special Meeting, and at the Closing Date the Proxy Statement shall (x) 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 that the statements made therein, in light of the circumstances under which they are made, not misleading (except that the Company shall not be responsible under this paragraph with respect to statements made therein based on information supplied by Parent and Acquiror promptly shall correct any information provided by it and used or Purchaser expressly for inclusion in the Proxy Statement that shall have become false or misleading in any material respectStatement), and the Company shall take (y) comply in all steps necessary to file material respects with the SEC provisions of the Exchange Act and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same rules and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawregulations thereunder.

Proxy Statement. As soon (a) Subject to Parent’s timely performance of its obligations under Section 7.02(b), as promptly as reasonably practicable and following the date of this Agreement (and, in any event event, no later than 30 days fifteen (15) Business Days after execution the date of this Agreement, unless the parties otherwise agree in writing), the Company shall use reasonable best efforts to prepare and file cause to be filed with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Except as contemplated by Section 6.02, the Proxy Statement shall include the Company Board Recommendation with respect to the SEC under the Exchange ActMerger. The Company will use commercially reasonable efforts to have shall promptly notify Parent upon the Proxy Statement cleared by receipt of any comments from the SEC (or the staff of the SEC. Holding, Parent, Acquiror and ) or any request from the Company shall cooperate with each other in SEC (or the preparation staff of the SEC) for amendments or supplements to the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or any representative the staff of the Company and SEC), on the other hand. Each of the parties hereto shall use their commercially reasonable efforts to respond as promptly as reasonably practicable to any comments or requests from the SEC (or the staff of the SEC) with respect to the Proxy Statement. The Company shall give Acquiror use its commercially reasonable efforts so that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its counsel commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders (as of the record date established for the Company Stockholder Meeting) as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments or requests from the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response to the extent permitted by Applicable Law and the Company shall consider in good faith the inclusion or reflection of any such comments so provided; provided, however, that the Company may amend or supplement the Proxy Statement without the review or comment on of Parent in the event of an Adverse Recommendation Change in accordance with this Agreement, including Section 6.02. (b) Parent shall, as promptly as possible, furnish to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with preparing, filing and distributing the Proxy Statement, including such information that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and any other documents filed with the resolution of comments from the SEC (or mailed to the Company Stockholders prior to their being filed withstaff of the SEC). Parent will, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each upon reasonable request of the Company, Holdingconfirm or supplement the information relating to Parent or Merger Sub supplied by it for inclusion in the Proxy Statement, Parent such that at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and Acquiror agrees at the time of the Company Stockholder Meeting, such information shall not contain any untrue statement of a material fact or omit to use its commercially reasonable effortsstate any material fact required to be stated therein or necessary in order to make the statements therein, after consultation in light of the circumstances under which they were made, not misleading. (c) In accordance with the other parties heretoCompany’s organizational documents, to respond promptly to all such comments of and requests by the SEC. As Company shall use reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 7.02(c) and the timing contemplated in Section 7.02(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail the definitive Proxy Statement to the holders of Company Common Stock as of the record date established for the Company Stockholder Meeting (such date, the “Proxy Date”). The Company shall use reasonable best efforts to (i) duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable after the Proxy Statement has been cleared Date and (ii) unless the Company Board shall have effected an Adverse Recommendation Change in accordance with this Agreement, including Section 6.02, solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of such holders required by the SECrules of the NYSE or Applicable Laws to obtain such approvals; provided, however, that the Company may (and shall if requested by Parent) postpone, recess or adjourn the Company Stockholder Meeting: (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) to solicit additional proxies for the purpose of obtaining the Required Company Stockholder Approval, (iv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws or fiduciary duties and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting, or (v) as required by Applicable Law. If requested by Parent, the Company shall mail promptly provide, all voting tabulation reports relating to the Company Stockholder Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representatives, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement is terminated. (d) If at any time prior to the Effective Time any event or circumstance relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, is discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement to Statement, such party shall promptly inform the Stockholdersothers. Each of Parent, Merger Sub and the Company, Holding, Parent and Acquiror promptly shall Company agrees to correct any information provided by it and used for use in the Proxy Statement that which shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawmisleading.

Proxy Statement. (a) As soon promptly as practicable and in any event no later than 30 days after execution the date of this Agreement, the Company shall prepare and file a proxy statement to be sent to the Company’s stockholders in connection with the Company Stockholders’ Meeting (the “Proxy Statement”). The Company shall: (i) cause the Proxy Statement to comply with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared rules and regulations promulgated by the SEC. Holding, Parent, Acquiror ; (ii) provide Parent with a reasonable opportunity to review and the Company shall cooperate with each other in the preparation comment on drafts of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to include in the Proxy Statement and of any requests all changes reasonably proposed by Parent; (iii) promptly cause the SEC for any amendment or supplement thereto or for additional information and shall Proxy Statement to be filed with the SEC; (iv) promptly provide to Acquiror promptly Parent with copies of all correspondence between the Company or any representative of its Representatives, on the Company one hand, and the SEC. The Company shall give Acquiror and SEC or its counsel staff, on the other hand; (v) promptly notify Parent upon the receipt of any comments or requests from the SEC or its staff with respect to the Proxy Statement; (vi) provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed withrelated correspondence and filings, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to include in the Proxy Statement and in any other documents filed with, such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or sent to, requests of the SEC or mailed to the Company Stockholders its staff; and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail (viii) cause the Proxy Statement to the Stockholders. Each of be mailed to the Company’s stockholders as promptly as practicable following the date of this Agreement. To the extent practicable, Holding, the Company and its outside counsel shall permit Parent and Acquiror promptly shall correct any information provided by it and used its outside counsel to participate in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file communications with the SEC and have cleared by its staff (including all meetings and telephone conferences) relating to the SEC Proxy Statement, this Agreement or any of the Contemplated Transactions. (b) If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement Statement, then the Company shall promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a), (i) prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable, and (ii) if appropriate, cause such amendment or supplement to correct be mailed to the same and to cause stockholders of the Company. (c) The Company shall ensure that none of the information included or incorporated by reference in the Proxy Statement as so corrected will, at the time the Proxy Statement is mailed to be disseminated to the stockholders of the Company or at the time of the Company Stockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in each case to the extent required by applicable Lawlight of the circumstances under which they are made, not misleading.

Proxy Statement. (a) As soon as practicable and in any event no later than 30 days after execution the date of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall Parent will reasonably cooperate with each other Company in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Parent will furnish to Company the information relating to it and Acquisition Sub required by the Exchange Act to be set forth in the Proxy Statement. The Proxy Statement shall contain the Company Board Recommendation, unless the Board of Directors shall have determined in good faith and in accordance with the terms of this Agreement (including Section 4.04, Section 6.01(c)(ii) and Section 6.03(a) hereof), after consultation with its outside legal counsel and a nationally recognized financial advisor (which may be Company's Financial Advisor), that inclusion of such recommendation would cause the Board of Directors to not comply with its fiduciary duties to Company's shareholders under applicable Law. (b) Company shall provide Parent a reasonable opportunity to review the Proxy Statement prior to its filing with the SEC and as soon as reasonably practicable notify Acquiror Parent of the receipt of any comments of from or other correspondence with the SEC staff with respect to the Proxy Statement and of any requests request by the SEC for any amendment or supplement thereto to the Proxy Statement or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements respect to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Merger. Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to shall use its commercially reasonable efforts, efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after consultation with receipt thereof. Company shall use its reasonable efforts to cause the other parties hereto, Proxy Statement to respond promptly be mailed to all such comments of and requests by the SEC. As Company's shareholders as promptly as practicable after the Proxy Statement has been is cleared by the SEC. (c) Company agrees, as to information with respect to Company, its officers, directors, shareholders, Subsidiaries and Business contained in the Company shall mail Proxy Statement, and Parent agrees, as to information with respect to Parent, Acquisition Sub and their respective officers, directors and shareholders furnished by Parent for inclusion in the Proxy Statement, that such information, at the date the Proxy Statement to is mailed and (as then amended or supplemented) at the Stockholders. Each time of the CompanyCompany Shareholders' Meeting, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become will not be false or misleading in with respect to any material respectfact, and or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. If at any time prior to the Company shall take all steps necessary Shareholders' Meeting any event or circumstances relating to file with the SEC and have cleared Company or any Subsidiary, or their respective officers or directors, should be discovered by the SEC any Company that is required to be set forth in an amendment or a supplement to the Proxy Statement as in order to correct make the same statements therein, in light of the circumstances under which they were made, not misleading, Company shall promptly inform Parent and file such amendment or supplement with the SEC. If at any time prior to cause the Company Shareholders' Meeting, Parent determines that any information with respect to Parent, Acquisition Sub and their respective officers, directors and shareholders furnished by Parent for inclusion in the Proxy Statement as so corrected is false or misleading with respect to any material fact, or omits to state any material fact required to be disseminated stated therein or necessary to make the Company Stockholdersstatements therein, in each case light of the circumstances in which they are made, not misleading, it shall promptly so notify Company, and cooperate with Company in the preparation of any amendment or supplement determined by Company to be required to be filed with the extent required by applicable LawSEC.

Proxy Statement. As soon (a) Purchaser shall, as promptly as reasonably practicable and in any event no later than 30 days after execution of this Agreementfollowing the Execution Date, the Company shall prepare and file with the SEC, in connection with the Purchaser Stock Issuance and the Contemplated Transactions, a preliminary proxy statement of Purchaser relating to the Purchaser Stockholders Meeting, together with any amendments or supplements thereto necessary to complete the review of such preliminary proxy statement by the SEC (the “Preliminary Proxy Statement Statement”). Purchaser shall be solely responsible for all filings with the SEC under in respect of the Preliminary Proxy Statement and the definitive proxy statement (the “Definitive Proxy Statement”) and for compliance as to form and content with the Securities Act, the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Act and applicable rules and regulations; provided that the Company shall cooperate with each other as contemplated herein. The Parties shall cooperate in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Preliminary Proxy Statement and of the Definitive Proxy Statement and any requests related filings required by the SEC for any amendment or supplement thereto or for additional information Applicable Law, and Purchaser shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the Seller Representative, within a reasonable period in advance of any filing or mailing, a reasonable opportunity to review and comment on the portions of the Preliminary Proxy Statement and Definitive Proxy Statement that relate to the Company, Sellers or their respective Affiliates or that describe the Contemplated Transactions, and Purchaser shall consider in good faith and include all reasonable comments of the Company and the Seller Representative with respect to such portions. Purchaser shall disseminate the Definitive Proxy Statement to the holders of Purchaser’s common stock, par value $0.001 per share (“Purchaser Common Stock”), as promptly as reasonably practicable following completion of any review of the Preliminary Proxy Statement by the SEC. Purchaser shall promptly advise the Company of any material written or oral comments from the SEC or its staff with respect to the SEC’s review of the Preliminary Proxy Statement or the Definitive Proxy Statement and shall provide the Company and the Seller Representative with copies of all material correspondence with the SEC relating thereto, and Purchaser shall consult with the Company and the Seller Representative in responding to any such comments and shall consider in good faith and include the Company’s and the Seller Representative’s reasonable comments in any responses or amendments. The Company shall furnish, or cause to be furnished, to Purchaser, as promptly as reasonably practicable upon request, all information concerning the Company as may be reasonably requested by Purchaser or required by Applicable Law for inclusion in the Preliminary Proxy Statement and the Definitive Proxy Statement and any necessary amendments or supplements thereto; provided, however, except as required by Applicable Law, that the Company shall not be required to provide information that is subject to attorney-client privilege, work-product protection or applicable confidentiality restrictions, in which case the Parties shall use commercially reasonable efforts to provide such information in a manner that does not waive such privilege or violate such restriction. Information provided by the Company may be used by Purchaser solely for purposes of the Preliminary Proxy Statement, the Definitive Proxy Statement and other documents filed filings required by Applicable Law in connection with the Contemplated Transactions. (b) The Parties each agree, as to itself and its Affiliates, that none of the information supplied or to be supplied by it or its Affiliates or its Representatives for inclusion or incorporation by reference in the Preliminary Proxy Statement or the Definitive Proxy Statement will, at the time of filing of the Preliminary Proxy Statement, the time of mailing of the Definitive Proxy Statement date it is first mailed to stockholders of Purchaser, or the time of the Purchaser Stockholders Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Purchaser shall cause the Preliminary Proxy Statement and the Definitive Proxy Statement to comply as to form in all material respects with the applicable provisions of the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder; provided, however, that no representation is made by Purchaser with respect to statements included or incorporated by reference therein that are based on information supplied by or prepared at the direction of the Company specifically for inclusion or incorporation by reference therein, and no representation is made by the Company or Sellers with respect to statements included or incorporated by reference therein that are not based upon information supplied by, reviewed by or prepared at the direction of the Company or Sellers specifically for inclusion or incorporation by reference therein. (c) If, at any time prior to the Purchaser Stockholders Meeting, any information relating to the Company, Purchaser, or any of their respective Affiliates, officers or directors, should be discovered by the Company, on the one hand, or Purchaser, on the other hand, that should be set forth in an amendment or supplement to the Preliminary Proxy Statement or the Definitive Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and Purchaser shall, after consulting with the Company and considering in good faith the Company’s reasonable comments, promptly prepare and file with the SEC an appropriate amendment or mailed supplement describing such information and, to the extent required by Applicable Law, disseminate such amendment or supplement to Purchaser’s stockholders. Without limiting the foregoing, except as required by Applicable Law, Purchaser shall not file or mail any portion of any amendment or supplement that relates to the Company, Sellers or the Contemplated Transactions (other than immaterial or ministerial changes) without first providing the Company Stockholders prior to their being filed with, or sent to, and the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the Seller Representative a reasonable opportunity to review and comment on thereon, and Purchaser shall consider in good faith and include the Company’s and the Seller Representative’s reasonable comments with respect to such portions. (d) For the avoidance of doubt, Purchaser shall be responsible for all amendments and supplements to filing fees in connection with the Preliminary Proxy Statement and the Definitive Proxy Statement. Nothing in this Section 7.17 shall require the Company or Sellers to agree to any other documents filed withdisclosure that conflicts with the terms of this Agreement or any Collateral Agreement, or sent to, the SEC to disclose information not in its possession or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawcontrol.

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution of this AgreementThe Company, on the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statementone hand, and Parent and Merger Subsidiary, on the Company other hand, shall promptly notify Acquiror the other of the receipt of any comments of the SEC with respect to the Proxy Statement or any Other Required Company Filing and of any requests request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Acquiror promptly Parent copies of all correspondence between the Company or and/or any representative of the Company its Representatives and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed SEC with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements respect to the Proxy Statement or any Other Required Company Filing. The Company and any other documents filed with, or sent to, Parent shall each use its reasonable best efforts to promptly provide responses to the SEC or mailed with respect to all comments received in respect of the Proxy Statement by the SEC and the Company Stockholders shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable (and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, in any event no later than five (5) business days) after the date the SEC staff advises that it has no further comments thereon or mailed to its Stockholders. Each that the Company may commence mailing the Proxy Statement (the “SEC Clearance Date”); provided that on the 10th calendar day after the filing of the Company, Holding, Parent preliminary Proxy Statement if the SEC has not affirmatively notified the Company during such period that it will or will not be reviewing the Proxy Statement then the Company shall contact the SEC on such date regarding the preliminary Proxy Statement and Acquiror agrees if no response is received from the SEC then the second Business Day after such contact will be deemed the SEC Clearance Date. If necessary in order to use its commercially reasonable efforts, after consultation comply with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable applicable securities Laws after the Proxy Statement has shall have been cleared by the SECso disseminated, the Company shall mail the Proxy Statement to the Stockholders. Each of the Companydisseminate as soon as practicable amended, Holdingsupplemental or supplemented proxy material, Parent and Acquiror promptly shall correct any information provided by it and used and, if required in the Proxy Statement that shall have become false or misleading in any material respectconnection therewith, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawre-solicit proxies.

Proxy Statement. As soon (a) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and in any event no later than 30 days after execution of this Agreementwithin 20 business days), the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Actin preliminary form. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Merger Sub and the Company shall will cooperate with each other in the preparation of the Proxy Statement. Unless the Company Board has made an Adverse Recommendation Change or an Intervening Event Adverse Recommendation Change in accordance with Section 4.03, the Company Board Recommendation shall be included in the Proxy Statement. (b) Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of the Company, or 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. Each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall promptly notify Acquiror of Parent and Merger Sub upon the receipt of any comments of 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 and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror as promptly copies of all correspondence between the Company or any representative of the Company and the SECas practicable after receipt thereof. The Company shall give Acquiror and its counsel cause the opportunity Proxy Statement to review and comment be mailed to holders of Company Common Stock as of the record date established for the Stockholders Meeting promptly (but in any event no more than five business days) after the date on which the Company is informed that the SEC has no further comments on the Proxy Statement and Statement. (c) If at any other documents filed with time prior to the SEC or mailed Stockholders Meeting any information relating to the Company Stockholders prior to their being filed withor Parent, or sent toany of their respective affiliates, the SEC should be discovered by a party hereto, which information should be set forth in an amendment or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements supplement to the Proxy Statement and any other documents filed with, or sent toStatement, the SEC party that discovers such information shall promptly notify the other party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or mailed supplement, in each case, to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholdersextent required by applicable Law. Each of the Company, Holding, Parent and Acquiror Merger Sub agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall (i) correct any information provided by it and used specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, respect and (ii) supplement the Company shall take all steps necessary to file with the SEC and have cleared information provided by the SEC any amendment or supplement to it specifically for use in the Proxy Statement as to correct include any information that shall become necessary in order to make the same and statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to use reasonable best efforts to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the Company Stockholdersits stockholders, in each case as and to the extent required by applicable Law.

Proxy Statement. (a) As soon as practicable and in any event no later than 30 days possible after execution commencement of this Agreementthe Offer, the Company shall prepare commence preparation of a preliminary Proxy Statement. Following the consummation of the Offer, if approval of this Agreement and the Merger by the stockholders of the Company is required by applicable Law, the Company will, as soon as is possible following the consummation of the Offer, file the such preliminary Proxy Statement with the SEC. The Company shall use all reasonable efforts to respond to any comments by the SEC under or its staff to such preliminary Proxy Statement and to cause a definitive Proxy Statement to be mailed to the Exchange Actstockholders of the Company. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent promptly of the receipt of and will respond promptly to any (i) comments of from the SEC with respect or its staff and (ii) request by the SEC or its staff for amendments or supplements to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly will supply Parent with copies of all correspondence between the Company or any representative of its representatives, on the Company one hand, and the SECSEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Acquiror Parent and its counsel the shall be given a reasonable opportunity to be involved in the drafting of and review and comment on upon the Proxy Statement and any other documents filed amendment or supplement thereto and any such correspondence prior to its filing with the SEC or mailed dissemination to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersCompany's stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any No amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which will not be unreasonably conditioned, withheld or delayed; provided, however, that amendments or supplements to the Proxy Statement reflecting actions taken by the Board to comply with its fiduciary duties shall not require the approval of Parent. If necessary, after the Proxy Statement shall have been so mailed, the Company shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. Subject to Section 7.05(b), the Company shall include in the definitive Proxy Statement the unanimous recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) The information supplied by Parent and the Company for inclusion in the Proxy Statement shall not at the time (i) the Proxy Statement is filed with the SEC, (ii) the Proxy Statement is first mailed to the stockholders of the Company or (iii) of the Stockholder Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Parent will be deemed to have been supplied by Parent and information concerning or related to the Company and the Stockholder Meeting shall be deemed to have been supplied by the Company. All documents filed with the SEC in connection with the Merger will comply as to correct form and substance in all material respects with the same applicable requirements of the Exchange Act. (c) Notwithstanding the foregoing, if Parent or Merger Sub shall acquire at least 90% of the outstanding shares of Company Common Stock pursuant to the Offer or otherwise, the parties hereto shall, subject to the satisfaction or (to the extent permitted hereunder) waiver of all conditions to the Merger, take, or cause to be taken, all necessary and appropriate action to cause the Proxy Statement as so corrected Merger to be disseminated effective as soon as practicable after the acceptance for payment and purchase of shares of Company Common Stock pursuant to the Company StockholdersOffer without the Stockholder Meeting, in each case accordance with Section 253 of the DGCL. Parent shall cause all shares of Company Common Stock purchased pursuant to the extent required Offer and all other shares of Company Common Stock owned by applicable LawMerger Sub, Parent or any Subsidiary of Parent or with respect to which Parent then has the right to vote, if any, to be voted in favor of the approval and adoption of this Agreement and the approval of the Merger.

Proxy Statement. (a) As soon promptly as practicable following the date of this Agreement (and in any event, within 15 Business Days after the date hereof, unless the failure to file in such time period is caused by the failure of Parent to provide such information regarding itself, its Subsidiaries or its Affiliates, as required by Law to be included in the Proxy Statement and as requested by the Company, in which case, the Company will file the Proxy Statement promptly but in any event no later than 30 days after execution within 2 Business Days of this Agreementreceipt of the required information from Parent), the Company shall prepare and file with the SEC the Proxy Statement in preliminary form. Each of the Company and Parent shall prepare and, after consultation with each other, file with the SEC under all Other Filings, if any, that are required pursuant to applicable Law to be filed by such party in connection with the Exchange ActTransactions contemplated hereby and, if applicable, the Company will provide such information and cooperation and will be afforded consultation and review on the terms applicable to Parent in this Section 6.1. The Company will shall (i) consult with Parent, (ii) provide Parent and its legal counsel with reasonable opportunity to review and comment on the Proxy Statement (and any amendments and supplements thereto), and (iii) (x) consider in good faith all comments proposed by Parent and its legal counsel and (y) incorporate all reasonable comments and requests made by Parent and its legal counsel as determined by the Company Board in good faith, prior to the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC, NASDAQ and all other applicable Laws. The Proxy Statement shall include the Company Board Recommendation as more fully set forth in Section 6.2(c), subject to Section 5.3(e). Without the prior written consent of Parent, the adoption and approval of this Agreement and the approval of the Merger shall be the only matters (other than procedural matters) which the Company shall propose to be acted on by the shareholders at the Company Shareholders' Meeting and shall be the only matters set forth to be considered and acted on in the Proxy Statement. (b) In the event either the Company or the Parent reasonably deems it advisable after consultation with the other party to make supplemental or amended disclosure or supplemental or amended disclosure to the Proxy Statement or any Other Filing is required by, or reasonably prudent in light of, applicable Law, or the SEC staff requests supplemental or amended disclosure (and does not promptly withdraw such request), then, as promptly as practicable after the date of such determination, the parties shall, and shall cause their Affiliates to, prepare and file, in each case to the extent either the Company or the Parent reasonably deems it advisable after consultation with the other party to make supplemental or amended disclosure or supplemental or amended disclosure is required by applicable Law, or the SEC staff has so requested the making of supplemental or amended disclosure (and has not promptly withdrawn the request), such Proxy Statement or Other Filing, as applicable, and the parties shall cooperate in modifying any previously filed Proxy Statement or Other Filing, as applicable, to satisfy the requirements of the SEC. Parent agrees to promptly provide or cause to be provided all information with respect to itself, its Subsidiaries and, if applicable and practicable, its Affiliates as may be required by applicable Law and which has been reasonably requested by the Company for inclusion in any Proxy Statement or Other Filing filed by the Company. The Company agrees to promptly provide such information with respect to itself, its Subsidiaries and Affiliates and its Representatives for inclusion in any Other Filing of Parent or any of its Affiliates that is reasonably required pursuant to applicable Law to be included in such Other Filing pursuant to applicable Law and which has been reasonably requested by Parent. (c) The Company (and Parent, if reasonably applicable), shall promptly (and in any event within 24 hours) provide the other party and its legal counsel with a copy of any comments received by the filing party or its legal counsel, as applicable, from the SEC or its staff with respect to the Proxy Statement or any Other Filing, as applicable, or any amendment or supplement thereto, a copy of any responses to such comments that the filing party proposes prior to submission thereof to the SEC, and shall respond as promptly as practicable to any such comments. Each of the Company and Parent, as applicable, shall (i) consult with the other party and its legal counsel with respect to such SEC comments and the filing party's proposed responses, (ii) provide the other party and its legal counsel with reasonable opportunity to review and comment on such proposed responses, and (iii) (x) consider in good faith all comments proposed by the other party and its legal counsel and (y) incorporate all reasonable comments and requests made by the other party and its legal counsel, prior to the filing thereof. The Company shall also provide Parent and its counsel with copies of any and all correspondence between the Company or any of its Representatives, on one hand, and the SEC or its staff on the other hand, with respect to the Proxy Statement, this Agreement or the Transactions. The Company shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SECSEC as promptly as reasonably practicable after it is filed. HoldingThe Company shall cause the Proxy Statement (and all other proxy materials) to be mailed to the Company's shareholders as promptly as practicable (and in any event within 3 Business Days) after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement, Parent(ii) the expiration of the 10-day period after filing of the preliminary Proxy Statement, Acquiror and in the event the SEC has failed to affirmatively notify the Company shall cooperate with each other in within such period that it will or will not be reviewing the preparation Proxy Statement, or (iii) the conclusion of any SEC or staff review of the Proxy Statement. If necessary to comply with applicable Law, after the Proxy Statement shall have been mailed, the Company shall promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. (d) Each of Parent and the Company shall notify Acquiror agrees, as to it and its Affiliates and Representatives, that none of the receipt of information supplied or to be supplied by Parent or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any comments Other Filing, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of Company Common Stock and at the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For the avoidance of doubt, Parent and Merger Sub assume no responsibility with respect to the Proxy Statement and information of any requests or information supplied by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies on behalf of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on Affiliates for inclusion in the Proxy Statement and any other documents filed with Statement. For the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each avoidance of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SECdoubt, the Company shall mail the Proxy Statement assumes no responsibility with respect to the Stockholders. Each information of or information that relates to Parent and Merger Sub supplied by or on behalf of the CompanyParent or Merger Sub or any of their respective Affiliates, Holding, Parent and Acquiror promptly shall correct any information provided by it and used for inclusion in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawOther Filings.

Proxy Statement. As soon (a) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement (and in any no event no later than 30 days after execution twenty-five (25) Business Days following the date of this Agreement), the Company shall prepare and file the Proxy Statement with the SEC under the Exchange ActStatement. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Parent and the Company shall will cooperate with each other in the preparation of the Proxy Statement. Unless the Board of Directors of the Company has made a Change of Recommendation in accordance with Section 6.1(b)(iv), Section 6.1(c)(i) or Section 6.1(c)(ii), the Recommendation shall be included in the Proxy Statement. (b) Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of the Company, or 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. Parent shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall promptly notify Acquiror of Parent upon the receipt of any comments of 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 (with the assistance of, and after consultation with, Parent) resolve all SEC comments with respect to the Proxy Statement and of as promptly as reasonably practicable after receipt thereof, including filing any requests by amendments or supplements as may be required. The Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to holders of Common Stock as of the record date established for the Stockholders Meeting promptly after the date on which the Company is made aware that the SEC will not review the Proxy Statement or has no further comments on the Proxy Statement; provided, that if the SEC has failed to affirmatively notify the Company on or prior to the date that is ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such mailing shall occur as promptly as practicable after such date. (c) If at any time prior to the Stockholders Meeting any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by a Party, which information would require any amendment or supplement thereto to the Proxy Statement so that the Proxy Statement would not include any untrue statement of a material fact or for additional omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and shall provide to Acquiror promptly copies of all correspondence between the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or any representative supplement, in each case, to the extent required by applicable Law. Each of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall (i) correct any information provided by it and used specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, respect and (ii) supplement the Company shall take all steps necessary to file with the SEC and have cleared information provided by the SEC any amendment or supplement to it specifically for use in the Proxy Statement as to correct include any information that shall become necessary in order to make the same and statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the Company Stockholdersits stockholders, in each case as and to the extent required by applicable Law.

Proxy Statement. (a) As soon promptly as reasonably practicable and in any event no later than 30 days after execution following the date of this Agreement, (i) the Company and Parent shall prepare a proxy statement to be sent to the stockholders of the Company and Parent in connection with the Company Stockholder Meeting and the Parent Stockholder Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement/Prospectus”), and (ii) Parent (and, if necessary, New Diamond) shall prepare and file the Proxy Statement with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Form S-4”), in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Exchange ActSecurities Act of the New Diamond shares to be issued to the stockholders of the Company in connection with the Diamond Merger and the Parent Shares to be issued to the stockholders of New Diamond in connection with the payment of the aggregate Stock Consideration. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror New Diamond and the Company shall will cooperate with each other in the preparation of the Proxy Statement/Prospectus and Form S-4. Without limiting the generality of the foregoing, each of Parent, New Diamond and the Company will provide the other with a reasonable opportunity to review drafts of, and revisions to, the Proxy Statement/Prospectus and Form S-4 prepared by such party, and shall use its reasonable best efforts to furnish to the other party information relating to it and its affiliates as necessary to prepare the Proxy Statement/Prospectus and Form S-4. All of the parties hereto shall cause the Proxy Statement/Prospectus and Form S-4 to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act and (iii) the rules and regulations of the NYSE and the PCX. The Company or New Diamond, as appropriate, shall provide audited financial statements for inclusion in the Proxy Statement/Prospectus and Form S-4 as and to the extent required under applicable Law and SEC regulations. (b) Each of the Company and Parent shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain the effectiveness of the Form S-4 through the Effective Time and to ensure that it complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act until such time. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, and Parent shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Parent’s stockholders, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and New Diamond shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of New Diamond Shares in the Diamond Merger and Parent Shares in the Emerald Merger, as applicable, and the Company shall furnish all information concerning the Company and the holders of the Company Shares as may be reasonably requested in connection with any such action. (c) No filing of, or amendment or supplement to, the Form S-4 will be made by New Diamond or Parent, and no filing of, or amendment or supplement to the Proxy Statement/ Prospectus will be made by the Company or Parent, in each case, without providing the other party and its respective counsel a reasonable opportunity to review and comment thereon. (d) Each of the parties agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement/Prospectus or the Form S-4 will, at the date such document is first mailed to the stockholders of the relevant party and at the time of such party’s meeting of stockholders relating to the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Company or any Company Subsidiary will be deemed to have been supplied by the Company and information concerning or related to Parent or Acquisition Sub will be deemed to have been supplied by Parent. (e) Each of Parent and the Company agree to correct any information provided by it for use in the Proxy Statement/Prospectus or Form S-4 which shall have become false or misleading. The parties shall as soon as reasonably practicable notify Acquiror each other of the receipt of any comments of from or other correspondence with the SEC staff with respect to the Proxy Statement Statement/Prospectus or Form S-4 and of any requests request by the SEC for any amendment to the Proxy Statement/Prospectus or supplement thereto Form S-4 or for additional information (and shall provide promptly deliver a copy of such comments, correspondence or request to Acquiror each other). Parent will advise the Company, promptly copies after it receives notice thereof, of all correspondence between the Company time when the Form S-4 has become effective, the issuance of any stop order or the suspension of the qualification of the Parent Shares issuable in connection with the Mergers for offering or sale in any representative jurisdiction. (f) Each of the Company and the SEC. The Company Parent shall give Acquiror and use its counsel the opportunity reasonable best efforts to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed cause to be delivered to the Company Stockholders prior to their being filed withother party a letter of its independent auditors, or sent todated (i) the date on which the Form S-4 shall become effective and (ii) the Closing Date, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements addressed to the Proxy Statement other party, in form and any other documents filed with, or sent to, the SEC or mailed substance customary for “comfort” letters delivered by independent public accountants in connection with registration statements similar to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawForm S-4.

Proxy Statement. As soon promptly as practicable and in any event no later than 30 days after the execution of this Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the preliminary Proxy Statement with respect to the actions to be taken at the Company Stockholder Meeting; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent for review before such filing with the SEC under and that such filing shall be subject to Parent's prior approval of the Exchange Actpreliminary Proxy Statement, which approval shall not be unreasonably withheld or delayed. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. As promptly as practicable after comments are received from the SEC with respect to the preliminary Proxy Statement, the Company shall use all reasonable efforts to respond to the comments of the SEC. The Company shall give Acquiror Parent and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments of the SEC prior to their being filed with, with or sent toto the SEC; provided, however, that the Company shall furnish such proposed amendments, supplements and responses to Parent for review before filing any of such with the SEC and that the filing of such shall be subject to Parent's prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement, to the reasonable satisfaction of Parent, has been included therein by the Company, the Company shall file with the SEC or the Proxy Statement and the Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as soon thereafter as practicable. The Company shall cause the Proxy Statement to be mailed to its Stockholders. Each stockholders of record, as of the record date established by the Board of Directors of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable effortsas promptly as practicable after clearance by the SEC. Unless the Board of Directors of the Company, after consultation with its outside legal counsel, concludes that such recommendation is no longer consistent with the other parties hereto, to respond promptly to all such comments discharge of and requests by applicable fiduciary duties of the SEC. As promptly as practicable after Board of Directors of the Proxy Statement has been cleared by the SECCompany, the Company shall mail cause the Proxy Statement to include, and continue to include until the Stockholders. Each vote is taken at the Company Stockholder Meeting, the recommendation of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used Board of Directors of the Company in the Proxy Statement that shall have become false or misleading in any material respect, favor of this Agreement and the Company shall take all steps necessary to file with transactions contemplated hereby, including, without limitation, the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawMerger.

Proxy Statement. (a) As soon promptly as practicable and in any event no later than 30 days after execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Parent and the Company shall cooperate in consultation with each other in the preparation of the Proxy Statementprepare, and the Company shall file with the SEC, preliminary proxy materials which shall constitute the Proxy Statement. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, Parent and the Company shall, in consultation with each other, prepare and the Company shall file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company shall notify Acquiror Parent promptly of the receipt of any comments of from the SEC with respect or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly consult with Parent regarding, and supply Parent with copies of of, all correspondence between the Company or any representative of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. (b) The Company shall furnish Parent with all information concerning the Company and the SECholders of its capital stock and shall take such other action as Parent may reasonably request in connection with the payment of the Merger Consideration in accordance with Section 2.1(a). If at any time prior to the Effective Time any event or circumstance relating to the Company, Parent or any of their respective Subsidiaries, Affiliates, officers or directors should be discovered by such party that should be set forth in a supplement to the Proxy Statement, such party shall promptly inform the other thereof and the Company shall promptly prepare and mail to the Company Stockholders such amendment or supplement, and, if required in connection therewith, resolicit proxies. The Company shall give Acquiror and its counsel the opportunity to review and comment on the not mail any Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed withStatement, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement thereto, to which Parent reasonably objects. (c) The Company and Parent shall make any necessary filings with respect to the Proxy Statement as to correct Merger under the same Exchange Act and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawrules and regulations thereunder.

Proxy Statement. As 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 special meeting of the Company’s shareholders (including any adjournment or postponement thereof, the “Company Special Meeting”) as soon as practicable and following the date hereof for the purpose of approving this Agreement and, in any event no later than 30 days connection with the Company Special Meeting, as soon as practicable after execution of this Agreement, the date hereof the Company shall prepare and file the Proxy Statement with the SEC under a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”) relating to the Merger and this Agreement and furnish the information required to be provided to the shareholders of the Company pursuant to the OBCA and the Exchange Act. The Company will use commercially reasonable efforts to have the , which Proxy Statement cleared by shall be reasonably satisfactory to Parent. Promptly after its preparation and prior to its filing with the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation provide a copy of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect amendment to the Proxy Statement, to Parent, and will consider inclusion into the Proxy Statement and of any requests by the SEC for any amendment comments timely received from Parent or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SECits counsel. The Company shall give Acquiror and its counsel the opportunity to review and comment Parent notice of any comments on the Proxy Statement and any other documents filed with received by the SEC or mailed to the Company Stockholders prior to their being filed withSEC, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity promptly respond to review and comment on all amendments and supplements to SEC comments, if any. Unless this Agreement is previously terminated in accordance with Section 8.1, the Proxy Statement and any other documents filed with, or sent to, shall include the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each recommendation of the Company’s board of directors that the Company’s shareholders approve this Agreement (the “Company Recommendation”). Notwithstanding the foregoing, Holding, Parent and Acquiror agrees to use its commercially reasonable effortsif the Company’s board of directors determines in good faith, after consultation with its counsel, that calling, giving notice of, convening or holding the other parties heretoCompany Special Meeting, to respond promptly to all such comments of or preparing and requests by the SEC. As promptly as practicable after distributing the Proxy Statement has been cleared by the SECStatement, the or including a Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used Recommendation in the Proxy Statement that shall have become false or misleading in any material respectmay be inconsistent with the directors’ fiduciary duties under applicable Law following an indication of an Acquisition Proposal, and the Company shall may delay any such action until the Company’s board of directors determines in good faith, after consultation with its counsel, that it may take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawsuch action.

Proxy Statement. As soon as practicable and in any event no later than 30 days Promptly after execution and delivery of this Agreement, the Company shall prepare and shall file the Proxy Statement with the SEC under as soon as is practicable a preliminary Proxy Statement, together with a form of proxy, with respect to the Exchange Act. The Stockholders' Meeting at which the stockholders of the Company will be asked to vote upon and approve this Agreement and the Merger and shall use commercially reasonable efforts to have the Proxy Statement and form of proxy cleared by the SECSEC as promptly as practicable, and promptly thereafter shall mail the definitive Proxy Statement and form of proxy to stockholders of the Company. HoldingThe term "PROXY STATEMENT" shall mean such proxy or information statement and all amendments or supplements thereto, if any, similarly filed and mailed. Parent will provide the Company with any information that may be required in order to effectuate the preparation and filing of the Proxy Statement pursuant to this Section 5.1. 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 to, and provide Parent and its counsel with a reasonable opportunity to participate in the response of the Company to, any comments from the SEC and will notify Parent promptly upon the receipt of any comments from the SEC in connection with the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company or Parent, Acquiror as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to stockholders of the Company such amendment or supplement. Each of Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror Parent (and its counsel the counsel) with a reasonable opportunity to review and comment on the Proxy Statement and on any other documents filed with the SEC amendment or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements supplement to the Proxy Statement prior to filing such with the SEC, and any other documents filed withwill provide Parent with a copy of all such filings made with the SEC. The information provided and to be provided by Parent, or sent toMerger Sub and the Company, respectively, for use in Proxy Statement shall, on the SEC or date the Proxy Statement is first mailed to the Company Stockholders Company's stockholders, on the date of the Stockholders' Meeting and all responses as of the Effective Time, not contain an untrue statement of a material fact or omit to requests for additional information state any material fact necessary in order to make such information, in light of the circumstances under which it was provided, not misleading, and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees Merger Sub each agree to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used for use in the Proxy Statement that which shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the . The Proxy Statement shall comply as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, form in each case to the extent required by all material respects with all applicable Lawrequirements of federal securities laws.

Proxy Statement. As soon promptly as practicable and in any event no later than 30 days after execution of this Agreement, the Company shall prepare and the Proxy Statement, which shall include the Directors’ Recommendation (the “Proxy Statement”), file the Proxy Statement with the SEC under the Exchange Act. The Company will , and use commercially all reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Purchaser of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Purchaser promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror Purchaser and its counsel the opportunity to review and comment on the Proxy Statement and any other documents prior to its being filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror Purchaser and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent The Company and Acquiror Purchaser each agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each stockholders of the Company. Prior to the date of approval of this Agreement by the Company’s stockholders, Holding, Parent each of the Company and Acquiror promptly Purchaser shall correct promptly any information provided by it and to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect, respect and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholdersstockholders of the Company, in each case to the extent required by applicable Lawlaw.

Proxy Statement. As soon as reasonably practicable and in any event no later than 30 days after execution following the date of this Agreement, the Company shall prepare and provide to Parent and its counsel a draft of the Proxy Statement. The Company shall file the Proxy Statement in preliminary form with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail cause the Proxy Statement to be distributed to the Stockholdersholders of Company Stock, in each case as soon as reasonably practicable after the date hereof. Each of Parent and Merger Subsidiary will furnish to the Company the information relating to it as reasonably requested by the Company and otherwise cooperate with and assist the Company, Holdingat the Company’s reasonable request, in connection with the Proxy Statement. Each of Parent and Acquiror promptly shall Merger Subsidiary agrees to correct any information provided by it and used for use in the Proxy Statement that to Parent’s or Merger Subsidiary’s knowledge shall have become false or misleading in any material respectrespects. Prior to each filing or mailing (as applicable) of the Proxy Statement (or any amendment or supplement thereto, or any response to any comments or requests from any Governmental Authority with respect to the Proxy Statement), Parent and its counsel shall be given a reasonable opportunity (and in the case of the Proxy Statement, in no event less than five (5) Business Days or such less number of days as Parent may agree), to review and comment on the Proxy Statement (or any such amendments, supplements or responses), and the Company shall take consider in good faith all steps reasonable additions, deletions or changes suggested thereto in good faith by Parent or its counsel. The Company shall not file or mail the Proxy Statement (or any such amendments, supplements or responses) prior to providing Parent with a copy of such Proxy Statement (or any such amendments, supplements or responses) to be filed. The Company shall notify Parent as promptly as practicable upon the receipt of any comments or requests from any Governmental Authority with respect to the Proxy Statement, and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and such Governmental Authority, on the other hand; and, in connection with the foregoing, Parent shall provide information relating to Parent and Merger Subsidiary necessary to respond to as promptly as practicable any such comments or requests received by the Company. The Company shall respond as promptly as practicable to any such comments or requests. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, that would cause the Proxy Statement to contain an untrue statement of material fact, or omit to state any material fact required to be stated therein, the Company shall, in accordance with the procedures set forth in this Section 8.03, prepare and file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as to correct the same soon thereafter as is reasonably practicable and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Applicable Law, cause such amendment or supplement to be distributed to the holders of Company Stock.

Proxy Statement. As (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable and in any event no later than 30 days after execution of this Agreementfollowing the Acceptance Time, the Company Company, Parent and Acquisition Sub shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statementjointly prepare, and the Company shall notify Acquiror of file with the receipt of any comments of the SEC with respect to SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and of any requests by Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC for any amendment or supplement thereto or for additional information and shall provide of the Proxy Statement. Subject to Acquiror promptly copies of all correspondence between applicable Law, the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity use reasonable best efforts to review and comment on cause the Proxy Statement and any other documents filed with the SEC or mailed to be disseminated to the Company Stockholders prior to their being filed withas promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or sent tothat it has no additional comments on, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersStatement. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond Acquisition Sub shall promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used or any of its respective directors, officers, employees, Affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the . The Company shall take all steps necessary to file cause the Proxy Statement, as so corrected, to be filed with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable LawLaws. The Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel). (b) Unless this Agreement is earlier terminated pursuant to Article IX, subject to the terms of Section 7.5(b), the Company shall include the portion of the Company Board Recommendation relating to the Merger and the adoption of this Agreement in the Proxy Statement.

Proxy Statement. (a) As soon promptly as practicable and in any event no later than 30 days after the execution of this Agreement, the Company shall prepare and file with the SEC the proxy statement of the Company relating to the Company Shareholders' Meeting (together with any amendments thereto, the "Proxy Statement"), and Parent shall prepare and file with the SEC the registration statement on Form S-4 of Parent, in which the Proxy Statement will be included (together with any amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of the Parent Class A Common Stock to be issued to the shareholders of the Company in connection with the Merger. Substantially contemporaneously with the filing of the definitive Proxy Statement with the SEC under SEC, copies of the Exchange Actdefinitive Proxy Statement shall be provided to the NYSE and Nasdaq. The Company will Parent shall each use commercially its reasonable best efforts to have cause the Proxy Registration Statement cleared by to become effective as promptly as practicable. Parent or the SEC. HoldingCompany, Parentas the case may be, Acquiror and shall furnish all information concerning Parent or the Company shall cooperate as the other party may reasonably request in connection with each other in the such actions and preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 effective date of the Registration Statement, the Company shall cause the Proxy Statement and prospectus included in the Registration Statement (collectively, the "Proxy Materials") to be mailed to the shareholders of the Company. Parent and the Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the NYSE and Nasdaq, (iv) the DGCL and (v) the TBCA. (b) The Proxy Statement shall include the unanimous and unconditional recommendation of the board of directors of the Company to the shareholders of the Company that they vote in favor of the adoption of this Agreement and the Merger, except as otherwise provided in Section 5.4(b) of this Agreement. (c) No amendment or supplement to the Registration Statement or the Proxy Statement will be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement becomes effective or any supplement or amendment has been cleared filed, of the issuance of any stop order, of the suspension of the qualification of Parent Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC, the Company shall mail NYSE or Nasdaq for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) The information supplied by the Company for inclusion in the Registration Statement and included in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment thereof or supplement thereto) are first mailed to the Stockholders. Each shareholders of the Company, Holding(iii) the time of the Company Shareholders' Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any other Company Entity, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the applicable requirements of the DGCL, the TBCA, the Securities Act and the Exchange Act. (e) The information supplied by Parent and Acquiror promptly shall correct any information provided by it and used for inclusion in the Proxy Statement that and included by Parent in the Registration Statement shall have become false not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment of or supplement to the Proxy Statement as Materials) are first mailed to correct the same shareholders of the Company, (iii) the time of the Company Shareholders' Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to cause state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or Registration Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as so corrected to be disseminated to form in all material respects with the Company Stockholdersapplicable requirements of the DGCL, in each case to the extent required by applicable LawTBCA, the Securities Act and the Exchange Act.

Proxy Statement. (a) As soon promptly as reasonably practicable and following the date of this Agreement (but in any no event no later than 30 days after execution 20 Business Days following the date of this Agreement), the Company shall prepare and file the Proxy Statement in preliminary form with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and ; provided that the Company shall cooperate with each other provide Parent and its counsel a reasonable opportunity to review the Company’s proposed preliminary Proxy Statement in the preparation advance of the Proxy Statement, filing and the Company shall notify Acquiror of the receipt of consider in good faith any comments of the SEC with respect to the Proxy Statement reasonably proposed by Parent and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SECits counsel. The Company shall give Acquiror and its counsel the opportunity use reasonable best efforts to review and comment on cause the Proxy Statement to comply with the applicable provisions of the Exchange Act and the rules and regulations thereunder and any other documents Applicable Law. Subject to Section 6.03, the Proxy Statement shall include the Company Board Recommendation. (b) As promptly as reasonably practicable following the earlier to occur of: (i) in the event the preliminary Proxy Statement is not reviewed by the staff of the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act and (ii) in the event the preliminary Proxy Statement is reviewed by the staff of the SEC, receipt of oral or written notification of the completion of the review by the staff of the SEC (such earlier date, the “Proxy Clearance Date”), the Company shall (A) notify Parent, promptly after it receives notice thereof, of the Proxy Clearance Date and (B) cause the Proxy Statement to be filed in definitive form with the SEC or as promptly as practicable and cause the definitive Proxy Statement to be mailed to its shareholders in compliance with Applicable Law (and in no event later than five Business Days after the Proxy Clearance Date). Parent, Holdco, Holdco II and Merger Subsidiary shall use reasonable best efforts to furnish to the Company Stockholders prior to their being filed withall information concerning Parent, Holdco, Holdco II and Merger Subsidiary as may be reasonably requested by the Company in connection with the Proxy Statement. (c) If the Company or sent to, the SEC or mailed to its Stockholders Parent becomes aware that any information provided by such party and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to contained in the Proxy Statement and shall have become false or misleading in any other documents filed withmaterial respect, or sent tothat the Proxy Statement is required to be amended in order to comply with Applicable Law, the SEC or mailed to then (i) the Company Stockholders or Parent, as applicable, shall promptly inform the other party and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each (ii) each of the Company, HoldingParent, Parent Holdco, Holdco II and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond Merger Subsidiary shall promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment amend or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement Statement, as so corrected amended or supplemented and in a form agreed to by Parent, to be disseminated filed with SEC and mailed to the Company Stockholdersits shareholders, in each case as and to the extent required by applicable LawApplicable Law and subject to the terms of this Agreement and the Company’s organizational documents. (d) The Company shall (i) as promptly as reasonably practicable after receipt thereof, provide Parent and its counsel with copies of any written comments or other correspondence, and advise Parent and its counsel of any oral comments or conversations, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments of the SEC received on the Proxy Statement, (iii) provide Parent and its counsel a reasonable opportunity to review and comment on the Company’s proposed response to such comments and any supplement or amendment to the Proxy Statement prior to submission thereof and (iv) consider in good faith any comments reasonably proposed by Parent and its counsel. The Company shall use its reasonable best efforts to have the comments of the SEC (if any) on the Proxy Statement (and any supplement or amendment thereto) addressed to the satisfaction of the staff of the SEC as promptly as practicable.

Proxy Statement. As The Company shall prepare and file with the SEC, as soon as practicable after the date hereof, and in no event later than twenty (20) days after the date hereof, a proxy statement (the "Proxy Statement") to be sent to stockholders of the Company in connection with the Company Stockholders' Meeting, and shall use its reasonable commercial efforts to have the Proxy Statement cleared as promptly as practicable by the SEC. If at any time prior to the Effective Time any event no later than 30 days after execution shall occur that should be set forth in an amendment of this Agreementor a supplement to the Proxy Statement, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Actsuch amendment or supplement as soon thereafter as is reasonably practicable. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Newco and the Company shall cooperate with each other in the preparation of the Proxy Statement, and prior to filing the Proxy Statement with the SEC, Roge▇▇ & ▇ell▇, ▇▇P, counsel to Parent, shall have approved of the form and substance of the Proxy Statement. The Company shall notify Acquiror 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 information, and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative of the Company and the SECSEC with respect to the Proxy Statement. The Company shall give Acquiror Parent and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with all responses to requests for additional information by and replies to comments of the SEC or mailed to the Company Stockholders prior to before their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent and Acquiror Newco agrees to use its commercially reasonable commercial 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated mailed to the holders of Company Common Stock entitled to vote at the Company Stockholders, in each case to ' Meeting at the extent required by applicable Lawearliest practicable time.

Proxy Statement. As soon (a) If required by applicable Law in connection with the Merger, Parent and the Company will as promptly as practicable following the consummation of the Initial Offer (or, at Buyer's option, the Subsequent Offer, if applicable) jointly prepare, and in any event no later than 30 days after execution of this Agreement, the Company shall prepare and file file, the Proxy Statement with the SEC under the Exchange Act. The Company and will use all commercially reasonable efforts to have respond to the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated mailed to the Company StockholdersStockholders at the earliest practical time. The Company shall furnish all information concerning it and the holders of its capital stock as Parent may reasonably request in connection with such actions. Each party to this Agreement will notify the other parties and the Board of Directors of the Company promptly of the receipt of the comments of the SEC, in each case if any, and of any request by the SEC for amendments or supplements to the extent required by applicable Law.Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Initial Offer, the Subsequent Offer or the Merger. If (A) at any time prior to the Stockholders' Meeting, any event should occur relating to the Company or any of its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will promptly inform Parent and (B) if at any time prior to the Stockholders' Meeting, any event should occur relating to Parent or Buyer or any of their respective associates or affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will

Proxy Statement. As If approval of the Company’s 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 and in any event no later than 30 days after execution of this Agreementfollowing the Appointment Time, the Company and Parent shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statementjointly prepare, and the Company shall notify Acquiror file with the SEC, a proxy statement for use in connection with the solicitation of proxies from the Company’s stockholders in connection with the Merger and the Company Stockholders’ Meeting (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 receipt of any comments of Proxy Statement. Subject to all applicable Legal Requirements, the Company shall use all commercially reasonable efforts to cause the Proxy Statement to be disseminated to the Company’s 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 and of any requests shall be made by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the without providing Parent a reasonable opportunity to review and comment on the Proxy Statement and thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any other documents filed with request by the SEC or mailed 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 prior to their being filed withStockholders’ Meeting, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed information relating to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed withor Parent, or sent toany of their respective directors, the SEC officers or mailed to its Stockholders. Each of the Companyaffiliates, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests should be discovered by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, or Parent and Acquiror promptly shall correct any information provided by it and used which should be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as to correct the same and to cause so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as so corrected to be disseminated the case may be, and an appropriate amendment or supplement to the Company StockholdersProxy Statement describing such information shall be promptly prepared and filed with the SEC and, in each case to the extent required by applicable Lawlaw, 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 the Nasdaq.

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution If the approval of this AgreementAgreement by the Company’s Shareholders is required by applicable Legal Requirements in order to consummate the Merger, the Company shall prepare shall, as promptly as practicable following the later of the Acceptance Time and file the Proxy Statement expiration of any subsequent offering period provided in accordance with the SEC Rule 14d-11 under the Exchange Act. The Company will use commercially reasonable efforts to have , prepare and file with the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of SEC the Proxy Statement, and shall: (i) cause the Proxy Statement to comply in all material respects with the applicable requirements of the Exchange Act and with all other applicable Legal Requirements, (ii) respond promptly to any comments received from the SEC or its staff, and (iii) cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable. The Company shall notify Acquiror of give Parent a reasonable opportunity to comment on the receipt of Proxy Statement, any correspondence with the SEC or its staff (including any staff comments on the Proxy Statement) or any proposed material to be included in or with the Proxy Statement prior to transmission to the SEC or its staff and shall not, except as may be required under the Exchange Act, transmit any such document or material to which Parent reasonably objects. The Company shall respond promptly to any comments of received from the SEC or its staff with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information Statement, and shall provide to Acquiror correct promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used 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, and the Company shall take all steps necessary use commercially reasonable efforts to file with solicit, from the SEC holders of Company Common Stock, proxies in favor of this Agreement and have cleared by the SEC Merger. If at any time prior to the Shareholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement as Statement, the Company shall promptly prepare such an amendment or supplement and, after obtaining the consent of Parent to correct the same and to cause the Proxy Statement as so corrected to such amendment or supplement (which consent shall not be disseminated unreasonably withheld, conditioned or delayed), shall promptly transmit such amendment or supplement to the Company Stockholders, in each case to the extent required by applicable LawCompany’s shareholders.

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution of this AgreementIf the Closing occurs, the Company shall call and hold a special meeting of its stockholders, as promptly as reasonably practicable after the Closing, but no later than six months following the Closing Date (the “Meeting End Date”) At the earlier of: (i) the Company’s 2022 Annual Meeting of Stockholders (to be held no later than June 30, 2022); or (ii) the first meeting of the Company’s stockholders called and held by the Company after the Common Stock is listed on the New York Stock Exchange or the Nasdaq Stock Market, the Company shall ask its stockholders to vote on proposals (collectively, the “Stockholder Proposal”) to approve the issuance of shares of Common Stock in connection with the conversion of the Debentures into shares of Common Stock pursuant to Section 4 of the Debentures and the right of each Purchaser to purchase shares of Common Stock pursuant to Section 4.3 hereof (“Stockholder Approval,” and the date on which such approval is obtained, the “Stockholder Approval Date”). The board of directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal, and shall not modify or withdraw such resolution. In connection with such meeting, the Company shall promptly prepare (and the Purchasers will reasonably cooperate with the Company to prepare) and file (but in no event more than 90 days following the Proxy Statement Closing) with the SEC under the Exchange Act. The Company will a preliminary proxy statement, shall use commercially its reasonable best efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror solicit proxies for such stockholder approval and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of use its reasonable best efforts to respond to any comments of the SEC with respect or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Proxy Statement and of any requests Company’s stockholders as promptly as practicable after clearance by the SEC for SEC. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or any representative of the Company and the SECsupplement. The Company agrees that each proxy statement referred to in this Section 4.6 shall give Acquiror comply as to form in all material respects with the requirements of the Exchange Act and its counsel the opportunity to review rules and comment on regulations promulgated thereunder and that none of the Proxy Statement and information included or incorporated by reference in any other documents such proxy statement will, at the date it is filed with the SEC or mailed to the stockholders of the Company Stockholders prior to their being filed withor at the time of the stockholders’ meeting, or sent toat the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the SEC statements therein, in light of the circumstances under which they are made, not misleading, except for statements made in such proxy statement based exclusively on information supplied in writing by or mailed to its Stockholders on behalf of the Purchasers specifically and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, explicitly for inclusion or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholdersincorporation by reference therein. Each of the Company, Holding, Parent Purchasers and Acquiror the Company agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used or on its behalf for use in the Proxy Statement proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary as promptly as practicable prepare and mail to file with the SEC and have cleared by the SEC any its stockholders an amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case such information to the extent required by applicable Lawlaws and regulations. The Company shall consult with the Purchasers prior to mailing any proxy statement, or any amendment or supplement thereto, and provide the Purchasers with a reasonable opportunity to comment thereon. The Company shall promptly notify the Purchasers 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 any proxy statement and shall provide the Purchasers with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. The directors’ recommendation described in this Section 4.6 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approval of the Stockholder Proposal is not obtained at such special stockholders’ meeting, the Company shall include a proposal to approve (and, the board of directors shall recommend approval of) such Stockholder Proposal at a meeting of its stockholders (which may be an annual meeting) no less than once in each six-month period beginning on the Meeting End Date date of such stockholders’ meeting until such approval is obtained or made, and the other applicable provisions of this Section 4.6 shall apply with respect to seeking such Stockholder Proposal.

Proxy Statement. As soon as practicable and in any event no later than 30 days after following the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under a proxy statement with respect to the Exchange Act. The Company will Shareholders Meeting in a form reasonably acceptable to Parent (the “Proxy Statement”), and use commercially its reasonable efforts to have the Proxy Statement cleared by the SECSEC and mailed to the Company’s shareholders. Holding, Parent, Acquiror Amalgamation Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement. Subject to Section 7.01(a), the Proxy Statement shall contain (A) statements of the Company’s Board of Directors that it has (i) determined that this Agreement and the transactions contemplated hereby, including the Amalgamation, are fair to and in the best interests of the shareholders of the Company, (ii) declared the Amalgamation and this Agreement to be advisable and (iii) recommend that the shareholders of the Company vote in favor of the approval of the Amalgamation and the adoption of this Agreement, which recommendations shall not be withdrawn, amended or modified in a manner adverse to Parent or the Amalgamation Sub (unless withdrawn, modified or changed in accordance with the terms of Section 6.05) and (B) the written opinion of the Company’s Financial Advisor referred to in Section 4.17. The Proxy Statement shall comply as to form and content in all material respects with the applicable provisions of the Exchange Act. Parent and its counsel shall be given an opportunity to review and comment upon the Proxy Statement and any amendment or supplement thereto prior to the filing thereof with the SEC, and the Company shall notify Acquiror of the receipt consider any such comments in good faith. The Company agrees to promptly provide to Parent and its counsel copies of any comments of which the Company or its counsel may receive from the SEC or its staff, any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and any other correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Amalgamation. Parent and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide Amalgamation Sub will promptly supply to Acquiror promptly copies of all correspondence between the Company or any representative of in writing, for inclusion in the Company Proxy Statement, all information concerning Parent and Amalgamation Sub required by Law to be included in the SECProxy Statement. The Company shall give Acquiror Company, Parent and its counsel the opportunity Amalgamation Sub agree to review and comment on promptly correct any information provided by any of them for use in the Proxy Statement which shall have become false or misleading in any material respect, and any other documents the Company further agrees to take all steps necessary to cause such Proxy Statement as so corrected to be filed with the SEC or mailed and disseminated to the Company Stockholders prior to their being filed withCompany’s shareholders, or sent to, the SEC or mailed to its Stockholders in each case as and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, extent required by the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each applicable provisions of the Company, Holding, Parent and Acquiror Exchange Act. The Company agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such any comments of and or requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct for any information provided by it and used in the Proxy Statement that shall have become false amendments or misleading in any material respect, and the Company shall take all steps necessary to file with supplements received from the SEC and have cleared by the SEC any amendment or supplement its staff with respect to the Proxy Statement as and any preliminary version or amendment thereof, filed by it. Each of Parent and Amalgamation Sub agree to correct use reasonable efforts to promptly provide the same Company with any information necessary to respond to any such comments or requests received from the SEC or its staff. The Company, Parent and Amalgamation Sub shall use reasonable efforts to cause the Proxy Statement as so corrected to be disseminated mailed to the Company StockholdersCompany’s shareholders at the earliest practicable time, in each case to the extent required by accordance with applicable Law.

Proxy Statement. (a) As soon promptly as reasonably practicable and (but in any event no later than 30 days after execution of this Agreementwithin twenty (20) Business Days) following the Agreement Date, the Company shall prepare prepare, and file the Proxy Statement with the SEC under SEC, the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the preliminary Proxy Statement, . As promptly as practicable (but in any event within five (5) Business Days) following the later of (i) receipt and the Company shall notify Acquiror resolution of the receipt of any SEC comments of the SEC with respect to the Proxy Statement and (ii) the expiration of the ten (10) day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file the definitive Proxy Statement and cause the definitive Proxy Statement to be mailed to the Company’s stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger to (A) comply in all material respects as to form with all applicable SEC requirements and (B) otherwise comply in all material respects with all Applicable Legal Requirements; provided that any failure to comply with the foregoing with respect to the preliminary Proxy Statement that is corrected in the definitive Proxy Statement shall not be deemed to be a breach of this covenant. Except with respect to any Acquisition Proposal or as otherwise expressly provided in Section 5.3(d)-(e), prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity in connection with the Transactions, the Company shall provide Parent with the reasonable opportunity to review and comment on each such filing in advance and the Company shall consider in good faith the incorporation of any requests changes reasonably proposed by Parent. (b) The Company will notify Parent promptly of the receipt of any comments (written or oral) from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other official of any Governmental Entity for amendments or supplements to the Proxy Statement or any amendment or supplement thereto other filing relating to the Merger or for additional additional/supplemental information with respect thereto, and shall provide to Acquiror promptly will supply Parent with copies of all correspondence between the Company or any representative of its Representatives, on the Company one hand, and the SEC, or its staff or any other official of any Governmental Entity, on the other hand, with respect to the Proxy Statement or such other filing. The Except with respect to any Acquisition Proposal or as otherwise expressly provided in Section 5.3(d)-(f), the Company shall give Acquiror and its counsel (i) consult with Parent prior to responding to any comments or inquiries by the SEC or any other Governmental Entity with respect to any filings related to the Merger, (ii) provide Parent with reasonable opportunity to review and comment on any such written response in advance and consider in good faith the Proxy Statement and incorporation of any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, changes reasonably proposed by Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with (iii) promptly inform Parent whenever any event occurs that requires the other parties hereto, to respond promptly to all such comments filing of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as or any other filing related to correct the same Merger and the Company shall provide Parent with a reasonable opportunity to cause review and comment on any such amendment or supplement in advance, and consider in good faith the incorporation of any changes reasonably proposed by Parent, and shall cooperate in filing with the SEC or its staff or any other official or any Governmental Entity, and/or mailing to the Company’s stockholders, such amendment or supplement. Parent shall promptly inform the Company whenever ▇▇▇▇▇▇ discovers any event relating to Parent or any of its Affiliates, officers or directors that is required to be set forth in an amendment or supplement to the Proxy Statement as so corrected or any other filing related to the Merger. The information supplied by Parent, Merger Sub and their respective Affiliates for inclusion or incorporation by reference in the Proxy Statement will not, at the time that the Proxy Statement is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading; provided that any failure with respect to the Company Stockholders, foregoing that is corrected prior to or in each case the definitive Proxy Statement shall not be deemed to be a breach of the extent required by applicable Lawforegoing.

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution Promptly following the date of this Agreement, the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement with will be included. The Company shall use its best efforts as promptly as practicable to have the SEC Form S-4 declared effective under the Exchange ActSecurities Act as promptly as practicable after such filing. The Company will use commercially reasonable its best efforts to have cause the Proxy Statement cleared to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Company shall also take any action required to be taken under any applicable state securities laws in connection with the registration and qualification in connection with the Merger of common stock of the Company following the Merger. The information provided by the SEC. HoldingCompany for use in the Form S-4, Parentand to be supplied by Newco in writing specifically for use in the Form S-4, Acquiror shall, at the time the Form S-4 becomes effective and on the date of the Stockholders Meeting referred to above, be true and correct in all material respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the Company and Newco each agree to correct any information provided by it for use in the Form S-4 which shall have become false or misleading. Newco and the Company will cooperate with each other in the preparation of the Proxy Statement; without limiting the generality of the foregoing, and the Company shall will immediately notify Acquiror Newco of the receipt of any comments of from the SEC with respect to the Proxy Statement and of any requests request by the SEC for any amendment or supplement thereto to the Proxy Statement or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and information. All filings with the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on , including the Proxy Statement and any other documents filed amendment thereto, and all mailings to the Company's stockholders in connection with the SEC or mailed Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Newco (which approval by Newco shall not be unreasonably withheld). Newco will furnish to the Company Stockholders prior the information relating to their being filed with, or sent to, it required by the SEC or mailed Exchange Act and the rules and regulations promulgated thereunder to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to be set forth in the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Statement. The Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such any comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared made by the SEC any amendment or supplement with respect to the Proxy Statement as to correct the same and to any preliminary version thereof filed by it and cause the such Proxy Statement as so corrected to be disseminated mailed to the Company Stockholders, in each case to Company's stockholders at the extent required by applicable Lawearliest practicable time.

Proxy Statement. As Except upon a Change of Recommendation, (a) 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 for the purpose of approving this Agreement and the Merger, and (b) in any event no later than 30 days after execution of 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 shareholders’ approval of the Agreement and Merger, and furnish the information required to be 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 prepare 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 file the Proxy Statement prior to its filing with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation provide a copy of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect amendment to the Proxy Statement and of any requests by the related SEC for any amendment or supplement thereto or for additional information Nasdaq filings, to Parent, and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror Parent and its counsel the shall be given a reasonable opportunity to review and comment on the Proxy Statement and related materials, and any other documents filed with the SEC proposed amendment or mailed to the Company Stockholders supplement thereto, prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respectfiling, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to in good faith consider such comments for inclusion in the Proxy Statement as to correct the same and to cause and/or related materials. The Company shall give Parent prompt notice of any comments on the Proxy Statement as so corrected to be disseminated to received by the Company StockholdersSEC, and the Company, in each case consultation with Parent, shall promptly respond to SEC comments, if any. So long as the extent required by applicable LawCompany’s board of directors shall not have effected a Change of Recommendation, the Proxy Statement shall include the recommendation of the Company’s board of directors that the Company’s shareholders approve this Agreement.

Proxy Statement. As soon as practicable (a) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in any event no later than 30 days after execution of this Agreementorder to consummate the Merger, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). (b) Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined below) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. (c) The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. . (d) The Company will use commercially reasonable efforts to have shall provide Parent for its review a copy of the Proxy Statement cleared by the SECprior to each filing thereof, with reasonable time and opportunity for such review. Holding, Parent, Acquiror and Parent authorizes the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used utilize in the Proxy Statement that shall have become false or misleading in any material respect, the information concerning Parent and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated its subsidiaries provided to the Company Stockholdersin connection with, in each case to or contained in, the extent required by applicable LawProxy Statement.

Proxy Statement. (a) As soon promptly as practicable and in any event after the date of this Agreement (but no later than 30 thirty (30) calendar days after execution the date of this Agreement), the Company Company, with the assistance of Parent, shall prepare and file with the SEC a proxy statement in preliminary form relating to the Company Shareholders Meeting (such proxy statement, including, for the avoidance of doubt, any amendments or supplements thereto, and the definitive proxy statement related thereto, the “Proxy Statement”). Parent and Merger Sub shall provide to the Company such information as the Company may reasonably request for inclusion in the Proxy Statement. Subject to Section 7.2, the Proxy Statement shall include the Company Recommendation. (b) The Company shall use reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the SEC under provisions of the Exchange Act. The Each of the Company will and Parent shall use commercially reasonable best efforts to have ensure that none of the information supplied by it, any of its Affiliates or its or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement cleared shall, at the date of mailing to shareholders of the Company, at the time of the Company Shareholders Meeting or of filing with the SEC (as applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that (i) the Company assumes no responsibility with respect to information supplied by the SEC. Holding, or on behalf of Parent, Acquiror and the Company shall cooperate with each other its Subsidiaries or its or their respective Representatives for inclusion or incorporation by reference in the preparation of the Proxy Statement, and (ii) Parent and Merger Sub assume no responsibility with respect to any information supplied by or on behalf of the Company, its Subsidiaries or its or their respective Representatives for inclusion or incorporation by reference in the Proxy Statement. (c) If at any time prior to the Company Shareholders Meeting, any information relating to the Company or Parent, or any of their respective Subsidiaries or its or their respective Representatives, should be discovered by a Party, which information should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall as promptly as practicable following such discovery notify the other Party or Parties (as the case may be) and after such notification the Company shall, as and to the extent required by applicable Law, promptly (i) prepare (with the assistance of Parent) an amendment or supplement to the Proxy Statement, and (ii) thereafter, cause the Proxy Statement, as so amended or supplemented, to be filed with the SEC as promptly as reasonably practicable and to be disseminated to its shareholders, in each case, as and to the extent required by applicable Law. (d) Prior to filing or mailing the Proxy Statement or responding to any comments of the SEC or its staff with respect thereto, the Company shall (i) provide Parent and its counsel with a reasonable opportunity to review and comment on the Proxy Statement and (ii) shall give good-faith consideration to any comments reasonably proposed by Parent and its counsel. The Company agrees that all information relating to Parent, its Affiliates and its and their respective Representatives included in the Proxy Statement shall be in form and content reasonably satisfactory to Parent. (e) Without limiting the generality of the provisions of Section 7.7, the Company shall promptly notify Acquiror Parent of the receipt of any comments of from the SEC with respect to the Proxy Statement and of any requests request by the SEC for any amendment or supplement thereto to the Proxy Statement or for additional information and shall as promptly as practicable following receipt thereof provide to Acquiror promptly Parent, if applicable, copies of all correspondence between the Company Company, its counsel or any representative of the Company its other Representatives and the SECSEC with respect to the Proxy Statement. The Company shall give Acquiror and its counsel Company, with the opportunity assistance of Parent, shall, subject to review and comment the requirements of Section 7.5(d) use reasonable best efforts to (i) promptly provide responses to the SEC with respect to any comments received from the SEC on the Proxy Statement and any other documents filed with requests from the SEC or mailed to for additional information, (ii) amend and supplement the Company Stockholders prior to their being filed withProxy Statement, or sent to, as required by the SEC or mailed to its Stockholders and/or applicable Law and shall give Acquiror and its counsel (iii) cause the opportunity to review and comment on all amendments and supplements to the definitive Proxy Statement and any other documents filed with, or sent to, the SEC or to be mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As as promptly as practicable after the date the SEC staff confirms that the SEC does not intend to review the preliminary Proxy Statement or advises that it has been cleared by the SEC, no further comments thereon or that the Company shall mail may commence mailing the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawStatement.

Proxy Statement. (a) As soon promptly as reasonably practicable and in any event no later than 30 days after execution following the date of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Actpreliminary Proxy Statement. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, . The Proxy Statement shall comply as to form and content in all material respects with the Company shall notify Acquiror applicable provisions of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative federal securities Laws. Each of the Company and Parent shall furnish all information concerning itself and its affiliates that is required to be included in the SECProxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Subject to Section 6.4(b), the Company, acting through the Company Board, shall include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the Merger and the adoption of this Agreement (the “Company Recommendation”). The Company shall give Acquiror cooperate and its counsel the provide Parent with a reasonable opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to draft of the Proxy Statement and any other documents filed with(including each amendment or supplement thereto), or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information by and replies to comments of the staff of the SEC, prior to their being filed withfiling such with or sending such to the SEC, or sent to, and Parent and the Company will provide each other with copies of all correspondence with the SEC or its staff or any other government officials with respect to the Proxy Statement. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As ’s shareholders as promptly as reasonably practicable after the date on which the Proxy Statement has been is cleared by the SEC. (b) If, at any time prior to the Company shall mail the Proxy Statement Shareholders Meeting, any information relating to the Stockholders. Each of the Company, HoldingParent or any of their respective affiliates, Parent and Acquiror promptly shall correct any information provided officers or directors should be discovered by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any or Parent which should be set forth in an amendment or supplement to the Proxy Statement as to correct the same and to cause Statement, so that the Proxy Statement as so corrected shall not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company.

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution of this AgreementIf required under applicable law, the Company shall prepare and file the Proxy Statement Statement, file it with the SEC under the Exchange Act. The Company will Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent and Merger Subsidiary shall promptly furnish to the Company all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any action contemplated by this Section 6.10. Parent, Acquiror Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative Representative of the Company and the SEC. The Company shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on the Proxy Statement and any other documents prior to its being filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent and Acquiror Merger Subsidiary agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each stockholders of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the . The Proxy Statement that shall have become false or misleading in any material respect, and include the recommendation by the Board of Directors of the Company shall take all steps necessary that the Company's stockholders vote to file approve the Merger and this Agreement unless the Board of Directors of the Company has withdrawn or modified its recommendation in accordance with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawprovisions of Section 6.03.

Proxy Statement. As soon as practicable Subject to the terms and in any event no later than 30 days after execution conditions of this Agreement, as promptly as reasonably practicable after the date hereof, the Company and Parent shall prepare and file the Proxy Statement with the SEC a proxy statement/prospectus and a form of proxy that will be part of Parent’s previously filed registration statement on Form S-4 (the “S-4 Registration Statement”) in connection with the vote of the Company’s shareholders with respect to the adoption of this Agreement and approval of the Asset Sale and the Shareholder Ratification, and in order to offer and sell under the Exchange ActSecurities Act the Parent Shares issuable to the Company in connection with the Asset Sale (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s shareholders is herein called the “Proxy Statement”). The Company Company, after consultation with Parent, will use commercially reasonable best efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of respond promptly to any comments of made by the SEC with respect to the Proxy Statement Statement. Parent and of any requests by the SEC for any amendment or supplement thereto or for additional Buyer shall furnish all information relating to Parent and shall provide to Acquiror promptly copies of all correspondence between Buyer as the Company may reasonably request (or any representative as may be required to be included in the Proxy Statement) in connection with such actions and the preparation of the Company Proxy Statement. Subject to the terms and conditions of this Agreement, as promptly as reasonably practicable after the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on clearance of the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholdersholders of shares of Company Stock. Each Subject to and without limiting the rights of the CompanyCompany Board pursuant to Section 6.4.2, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and include the Company shall take all steps necessary to file with the SEC and have cleared 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 Closing, 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 as to correct the same and to cause so that the Proxy Statement as so corrected does not contain any untrue statement of material fact, or omit to state any material fact required to be disseminated stated therein in order to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they were made, not misleading, the Party discovering such information, event or circumstance shall promptly inform the other Parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information, event or circumstance shall be promptly prepared and filed by the Company with the SEC and, if required, disseminated to the holders of shares of Company Stock. Parent shall also take any action required to be taken under state blue sky or other securities laws in connection with the issuance of Parent Shares to the Company in connection with the Asset Sale.

Proxy Statement. As soon promptly as is reasonably practicable and in any event no later than 30 days after execution following the date of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under a proxy statement (together with any amendments thereof or supplements thereto, the Exchange Act“Proxy Statement”) relating to the adoption of this Agreement by the holders of the Company Common Stock at the Company Stockholders Meeting. The Company will use commercially reasonable efforts shall as promptly as is reasonably practicable notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror as promptly as is reasonably practicable provide Parent with copies of all material correspondence between the receipt of Company or its Representatives and the SEC and its staff relating to the Proxy Statement or the transactions contemplated hereby. Prior to filing the Proxy Statement with the SEC or responding to any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between thereto, the Company or any representative of the Company and the SEC. The Company shall (a) give Acquiror and its counsel the Parent a reasonable opportunity to review and comment on such document or response and (b) include in such document or response comments reasonably proposed by Parent. The Company shall use its reasonable best efforts to cause the Proxy Statement and any other documents filed with the SEC or mailed to be disseminated to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to holders of the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As Common Stock as promptly as reasonably practicable after the text of the Proxy Statement has been cleared adjusted to satisfactorily address any comments raised by the SEC, the . The Company shall mail the Proxy Statement and Parent each agree to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used for use in the Proxy Statement that shall have become false or misleading misleading. Parent will furnish (or cause to be furnished) to the Company the information relating to Parent and its Affiliates to be set forth in any material respectthe Proxy Statement and otherwise cooperate with the Company in the preparation of the Proxy Statement. Except as expressly permitted by Section 6.02(d), and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to include in the Proxy Statement the recommendation of the Company Board that the holders of the Company Common Stock vote in favor of the adoption of this Agreement. In the event that subsequent to the date of this Agreement, the Company Board effects a Change of Recommendation as permitted by this Agreement, the Company nevertheless shall continue to correct solicit proxies and submit this Agreement to the same and to cause holders of the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms. The Company shall ensure that the Proxy Statement as so corrected to be disseminated to the Company Stockholders, complies in each case to the extent required by all material respects with applicable LawLaws.

Proxy Statement. As (a) The Company shall, in accordance with applicable Law and its certificate of incorporation and by-laws, duly call, give notice of, convene and hold a special meeting of the Company’s stockholders (including any adjournment or postponement thereof, the “Company Special Meeting”) as soon as practicable following the date hereof for the purpose of considering the adoption of this Agreement and the approval of the Merger. Unless required by applicable Law, the Company shall not postpone the Company Special Meeting, or adjourn the Company Special Meeting if a quorum is present, without the prior written consent of Parent. (b) In connection with the Company Special Meeting, as soon as practicable (and in any event no later than 30 days after execution of this Agreementwithin ten (10) Business Days) following the date hereof, the Company shall prepare and file the Proxy Statement with the SEC under a proxy statement (together with all amendments and supplements thereto, the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the “Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect ”) relating to the Proxy Statement Merger and of any requests by this Agreement and furnish the SEC for any amendment or supplement thereto or for additional information and shall provide required to Acquiror promptly copies of all correspondence between be provided to the Company or any representative stockholders of the Company pursuant to the DGCL and the SECany other applicable Laws. The Company shall give Acquiror and its counsel the provide Parent a reasonable opportunity to review and comment on the Proxy Statement and (which comments shall be reasonably considered by the Company). The Company will advise Parent promptly of any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment comments on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, by the SEC and responses thereto or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SECSEC for additional information. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the The Company shall mail the Proxy Statement use its reasonable best efforts to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take resolve all steps necessary to file SEC comments with the SEC and have cleared by the SEC any amendment or supplement respect to the Proxy Statement as promptly as practicable after receipt thereof. The Company shall consult with Parent and reasonably consider in good faith its comments prior to correct responding to SEC comments with respect to the same and Proxy Statement. Subject to cause the provisions of this Agreement, the Proxy Statement as so corrected shall include the Company Recommendation and the Company shall use its reasonable best efforts to be disseminated obtain the Company Requisite Vote; provided, however that if the Company’s board of directors effects a Change in Recommendation in accordance with Section 6.3, the Company may cease to use such efforts. A Change in Recommendation permitted by Section 6.3 will not constitute a breach by the Company of this Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement is terminated in accordance with Section 8.1, the Company, regardless of whether the board of directors has approved, endorsed or recommended an Acquisition Proposal or has effected a Change in Recommendation, but in compliance with the DGCL, will call, give notice of, convene and hold the Company Stockholders, in each case to Special Meeting as soon as reasonably practicable following the extent required date hereof and will submit this Agreement for adoption by applicable Lawthe stockholders of the Company at the Company Special Meeting.

Proxy Statement. (i) As soon promptly as practicable (and in any event no later than 30 days after execution within twenty (20) Business Days) following the date of this Agreement, the Company shall use Reasonable Best Efforts to prepare and file with the SEC a preliminary proxy statement (such proxy statement, as amended and supplemented, the “Proxy Statement”) relating solely to this Agreement, the Merger and the other Transactions (it being understood a “golden parachute” proposal and procedural proposal are among the matters related to the Transactions). The Company shall cause the Proxy Statement to comply in all material respects with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared rules and regulations promulgated by the SEC. Holding, Parent, Acquiror Parent shall furnish all information concerning Parent and Merger Sub as may reasonably be requested by the Company shall cooperate in connection with each other in such actions and the preparation of the Proxy Statement, Statement (and the Company shall notify Acquiror of the receipt of be entitled to update or supplement any comments of the SEC with respect to information provided by it for use in the Proxy Statement and of any requests by the SEC for any amendment which shall have become false or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SECmisleading). The Company shall give Acquiror Parent, ▇▇▇▇▇▇ Sub and its their counsel the a reasonable opportunity to review and comment on the Proxy Statement and prior to each filing of any other documents filed version thereof with the SEC or mailed to (including, for the Company Stockholders prior to avoidance of doubt, any preliminary version thereof), shall incorporate all comments reasonably proposed by Parent, Merger Sub and their being filed withcounsel, or sent to, and shall not file any version thereof with the SEC without the prior written consent of Parent, Merger Sub or mailed their counsel (such consent not to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholdersbe unreasonably withheld). Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the The Company shall mail cause the Proxy Statement to be mailed to all Company Shareholders at the Stockholders. Each earliest practicable date, and in any event within five (5) Business Days, following the clearance of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and by the SEC. (ii) All filings by the Company shall take all steps necessary to file with the SEC in connection with the Merger and have cleared the other Transactions, and all mailings by the Company to the Company Shareholders (in addition to the Proxy Statement) in connection with the Merger and the other Transactions, shall be subject to the same review and comment procedures as set forth in subparagraph (a)(i) above with respect to the Proxy Statement. (iii) The Company shall (A) promptly notify Parent of (1) the receipt of any comments from the SEC and all other written correspondence and oral communications from or with the SEC relating to the Proxy Statement, the Merger or any of the other Transactions and (2) any request by the SEC for any amendment or supplement to the Proxy Statement as or for additional information with respect thereto and (B) supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to correct the same Proxy Statement, the Merger or any of the other Transactions. The Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to cause review and comment on (i) any written response to such comments, requests or other communications from the SEC or its staff and (ii) any proposed amendments or supplements to the Proxy Statement as so corrected (whether in response to such comments, requests or communications from the SEC or its staff, or otherwise), shall incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto and shall not file any version of any such written response or proposed amendment of supplement without the prior written consent of ▇▇▇▇▇▇, Merger Sub or their counsel (such consent not to be disseminated unreasonably withheld). (iv) Each of Parent and the Company shall ensure that none of the information supplied by it or on its behalf for inclusion or incorporation by reference in the Proxy Statement and the Parent Shareholder Circular will, at the date the Proxy Statement or the Parent Shareholder Circular, respectively, is first mailed to the Company StockholdersShareholders or the Parent Shareholders, respectively, and at the time of the Company Shareholders’ Meeting or the Parent Shareholders’ Meeting, respectively, 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 each case light of the circumstances under which they are made, not misleading. (v) If at any time prior to the approval of this Agreement by the Company Shareholders, any information relating to the Company or any of its Affiliates, directors or officers is discovered by the Company, or any information relating to Parent or Merger Sub or any of their respective Affiliates, directors or officers is discovered by Parent, and such information is required to be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and (subject to the comment and review procedures set forth in subparagraph (iii) above) an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by applicable Law, disseminated to the Company Shareholders.

Proxy Statement. As soon If approval of the Company's shareholders is required by applicable law to consummate the Merger, as promptly as practicable and in any event no later than 30 days after execution following the acceptance for payment of this AgreementSecurities pursuant to the Offer, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Act. The Company will , and each of the Company, Parent and Purchaser shall use commercially its reasonable efforts to have the Proxy Statement cleared by the SECSEC as promptly as practicable. Holding, Parent, Acquiror Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative of the Company and the SECSEC with respect thereto. The Company shall give Acquiror Parent and its counsel the opportunity to review and comment on the Proxy Statement Statement, including all amendments and any other documents supplements thereto, prior to its being filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror Parent and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent and Acquiror Purchaser agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected and all required amendments and supplements thereto to be disseminated mailed to the Company holders of Securities entitled to vote at the Stockholders, in each case to ' Meeting at the extent required by applicable Lawearliest practicable time.

Proxy Statement. As soon (a) The Company will as promptly as practicable and in any event no later than 30 days after following the execution of this Agreement, the Company shall prepare and Agreement file the Proxy Statement with the SEC under the Exchange Act. The Company and will use commercially reasonable efforts to have respond to the comments of the SEC and to cause the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and to be mailed to the Company shall cooperate with each other in Shareholders at the preparation of earliest practical time. The Company will notify the Proxy Statement, and the Company shall notify Acquiror Parent promptly of the receipt of any the comments of the SEC, if any, and of any request by the SEC with respect for amendments or supplements to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information with respect thereto, and shall provide to Acquiror promptly will supply the Parent with copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment Representatives, on the Proxy Statement one hand, and any other documents filed with the SEC or mailed to members of its staff, on the Company Stockholders prior to their being filed withother hand, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements with respect to the Proxy Statement and or the Merger. If (i) at any other documents filed withtime prior to the Shareholders' Meeting, any event should occur relating to the Company or any of the Subsidiaries which should be set forth in an amendment of, or sent a supplement to, the SEC or mailed Proxy Statement, the Company will promptly inform Parent and (ii) if at any time prior to the Company Stockholders and all responses Shareholders' Meeting, any event should occur relating to requests for additional information and replies to comments prior to Parent or Sub or any of their being filed withrespective Associates or Affiliates, or sent relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the SEC or mailed to its Stockholders. Each of Proxy Statement, Parent will promptly inform the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with in the other parties hereto, to respond promptly to all such comments case of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, (i) or (ii) the Company shall will, upon learning of such event, promptly prepare and file and, if required, mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any such amendment or supplement to the Proxy Statement as Company Shareholders; provided, however, that prior to correct such filing or mailing, the same Company and Parent shall consult with each other with respect to cause such amendment or supplement and shall incorporate the other's comments thereon. (b) The Company hereby represents that the Company Financial Advisor has, subject to the terms of its engagement letter with the Company and the Board of Directors of the Company, consented to the inclusion of references to its opinion in the Proxy Statement as so corrected Statement. The Company and its counsel shall permit Parent and its counsel to be disseminated participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Company StockholdersProxy Statement, in each case to the extent required by applicable LawMerger or this Agreement.

Proxy Statement. As soon promptly as practicable and in any event no later than 30 days after execution the date of this Agreement, the Company shall prepare and and, after consultation with Acquiror, file the a preliminary Proxy Statement with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company parties hereto shall cooperate with each other in the preparation of the Proxy Statement. In addition, and each of the Company and Acquiror shall, or shall cause their respective affiliates to, prepare and, after consultation with each other, file with the SEC all other filings that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings”). Each of the Company and Acquiror shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. The Company shall promptly notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and or any of the Other Filings or of any requests by the SEC for any amendment or supplement thereto or for additional information to the Proxy Statement or the Other Filings and shall promptly provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The parties hereto shall cooperate with each other in the preparation of any amendment or supplement to the Proxy Statement. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents prior to its being filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments and shall include in such documents or responses all comments reasonably proposed by Acquiror prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent Company and Acquiror agrees to shall use its commercially reasonable efforts, after consultation with the other parties hereto, to respond as promptly as practicable to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared After satisfactorily responding to all such comments of and requests by the SEC, the Company shall mail use its reasonable efforts to have the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC and thereafter cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Shares entitled to vote at the Company Shareholders Meeting as soon as reasonably practicable following clearance from the SEC. If at any time prior to the Effective Time, any information relating to the Company or Acquiror or any of their respective Subsidiaries, officers, members, trustees or directors, should be discovered by the Company or Acquiror which should be set forth in an amendment or supplement to the Proxy Statement as to correct or the same and to cause Other Filings, so that the Proxy Statement as so corrected or the Other Filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company.

Proxy Statement. As soon promptly as practicable and in any event no later than 30 days after execution following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary proxy statement (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”), and in any event the Company shall use its reasonable best efforts to file the Proxy Statement with the SEC under within 20 business days after the Exchange Actdate of this Agreement. The Company will use commercially reasonable efforts agrees, as to have itself and its Subsidiaries, that, at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, (i) the Proxy Statement cleared by will comply in all material respects with the SEC. Holding, Parent, Acquiror applicable provisions of the Exchange Act and the Company shall cooperate with each other 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 preparation Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the Proxy Statementcircumstances under which they were made, and not misleading. Each of the Company and Parent shall notify Acquiror furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the receipt type contemplated by this Agreement. Each of the Company and Parent shall use its reasonable efforts, after consultation with the other, to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and of any requests the Company shall use its reasonable efforts to cause the definitive Proxy Statement to be cleared by the SEC and mailed to the Company’s stockholders as promptly as reasonably practicable following clearance from the SEC. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for any amendment amendments or supplement thereto or for additional information supplements to the Proxy Statement and shall promptly provide to Acquiror promptly Parent with copies of all correspondence between the Company or any representative of and its Representatives, on the Company one hand, and the SEC. The Company shall give Acquiror SEC and its counsel the opportunity to review and comment staff, on the other hand, relating to the Proxy Statement and Statement. If at any other documents filed with time prior to the SEC or mailed Stockholders Meeting, any information relating to the Company Stockholders prior to or the Buyer Parties or any of their being filed withrespective affiliates, officers or sent todirectors, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to should be discovered by the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used which should be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as to correct the same and to cause Statement, so that the Proxy Statement as so corrected shall not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and comment on such document or response and will include in such documents or responses all comments reasonably proposed by Parent, and to the extent practicable, the Company will provide Parent with the opportunity to participate in any substantive calls between the Company, or any of its Representatives, and the SEC concerning the Proxy Statement.

Proxy Statement. As soon promptly as reasonably practicable and in any event no later than 30 days after the execution of this Agreement, the Company Company, in cooperation with the Buyer, shall prepare and file with the SEC the Proxy Statement. Subject to Section 6.1(b), the Company, acting through the Company Board, shall include in the Proxy Statement with the SEC under unanimous recommendation of the Exchange ActCompany Board that the shareholders of the Company vote in favor of the Merger and the adoption of this Agreement (the “Company Recommendation“). The Company will use commercially reasonable efforts shall respond to have any comments of the SEC or its staff and shall cause the Proxy Statement cleared by to be mailed to its shareholders at the SECearliest practicable time after the resolution of any such comments. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the The Company shall notify Acquiror of the Buyer promptly upon the receipt of any comments of from the SEC with respect or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and of any requests by shall supply the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly Buyer with copies of all correspondence between the Company or any representative of its Representatives, on the Company one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall give Acquiror use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Buyer or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its counsel staff or any other government officials, and/or mailing to shareholders of the Company, such amendment or supplement. Notwithstanding the foregoing, the Company shall not file with the SEC or mail to its shareholders the Proxy Statement, any amendment thereto, any other soliciting material or any such other documents without providing the Buyer a reasonable opportunity to review and comment on the Proxy Statement and any other such documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other include in such documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests reasonably proposed by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawBuyer.

Proxy Statement. As soon (a) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement (and in any no event no later than 30 days after execution twenty-five (25) Business Days following the date of this Agreement), the Company shall prepare and file the Proxy Statement with the SEC under the Exchange ActStatement. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror Merger Sub and the Company shall will cooperate with each other in the preparation of the Proxy Statement. Unless the Board of Directors of the Company has made a Change of Recommendation in accordance with Section 6.1(c)(ii) or Section 6.1(c)(iii), the Recommendation shall be included in the Proxy Statement. (b) Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company shall consult with and provide Parent and its counsel with a reasonable opportunity to review and to comment on such document or response, which comments the Company shall consider in good faith. 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 promulgated thereunder to be set forth in the Proxy Statement. The Company shall promptly notify Acquiror of Parent and Merger Sub upon the receipt of any comments of 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 written 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 (with the assistance of, and after consultation with, Parent) resolve all SEC comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, including filing any amendments or supplements as may be required (and in advance of any requests by such filing, provide Parent and its counsel with a reasonable opportunity to review and to comment on such amendments or supplements (subject to applicable Law), which comments the Company shall consider in good faith). The Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to holders of Common Stock as of the record date established for the Stockholders Meeting promptly after the date on which the Company is made aware that the SEC will not review the Proxy Statement or has no further comments on the Proxy Statement; provided, that if the SEC has failed to affirmatively notify the Company on or prior to the date that is ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then such mailing shall occur reasonably promptly after such date. (c) If at any time prior to the Stockholders Meeting any information relating to the Company, Parent or any of their respective Affiliates should be discovered by a Party, which information would require any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and so that the Proxy Statement would not include any other documents filed withuntrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, or sent toin the light of the circumstances under which they were made, not misleading, the SEC Party that discovers such information shall promptly notify the other Party in writing and the Company shall prepare (with the assistance of and in good faith consultation with Parent) and mail to its stockholders such an amendment or mailed supplement, in each case, to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholdersextent required by applicable Law. Each of the Company, Holding, Parent and Acquiror ▇▇▇▇▇▇ Sub agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall (i) correct any information provided by it and used specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respectrespect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, and in light of the circumstances under which they were made, not misleading. The Company shall take all steps necessary further agrees to file cause the Proxy Statement, as so corrected or supplemented, promptly to be filed with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholdersits stockholders, in each case as and to the extent required by applicable Law.

Proxy Statement. (a) As soon promptly as reasonably practicable and in any event no later than 30 days after the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under a proxy statement relating to the Exchange ActCompany Stockholders Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"). The Company shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. The Company will use commercially its reasonable best efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of respond to any comments of made by the SEC with respect to the Proxy Statement and any Other Filings as promptly as reasonably practicable. Parent shall furnish all information concerning it as the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement and any requests Other Filings. At the earliest practicable time, the Company shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its stockholders. The Proxy Statement shall (subject to Section 6.6(d)) include the unanimous recommendation of the Company Board that adoption of this Agreement and approval of the Merger by the SEC for any amendment or supplement thereto or for additional information Company's stockholders is advisable and shall provide to Acquiror promptly copies of all correspondence between that the Company or any representative Board has unanimously determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders. To the SEC. The extent permitted by applicable Law, prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company shall give Acquiror and its counsel the provide Parent (which term shall in all instances in this Section 6.3 also include Parent's counsel) with reasonable opportunity to review and comment on each such filing in advance and the Company shall include in such filings all comments proposed by Parent and reasonably acceptable to Company. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any Other Filings of the Company or comments thereon and any other documents filed with responses thereto or requests by the SEC for additional information. (b) Parent agrees that the information supplied by Parent for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders and (ii) the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. If, at any time prior to their being filed withthe Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or sent totheir respective officers or directors, the SEC should be discovered by Parent that should be set forth in an amendment or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements a supplement to the Proxy Statement and or any other documents filed withOther Filing, or sent to, the SEC or mailed to Parent shall promptly inform the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation shall promptly cooperate with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file prompt filing with the SEC and have cleared by the SEC of any amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to correct the same and to cause Company's stockholders. (c) The Company agrees that the Proxy Statement as so corrected (other than information supplied by Parent for inclusion in the Proxy Statement) shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders and (ii) the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the statements contained therein not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company Stockholdersor any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in each case an amendment or a supplement to the extent required by Proxy Statement or any Other Filing, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable Lawrequirements of the Securities Act, the Exchange Act and any other applicable Laws.

Proxy Statement. As soon promptly as practicable and in any event no later than 30 days after execution the date of this Agreement, the Company shall prepare the preliminary Proxy Statement and, after consultation with and review by Merger Sub, file the preliminary Proxy Statement with the SEC. The Company shall use its reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC under in the Exchange ActProxy Statement and, after consultation with and review by Merger Sub, to respond promptly to any comments made by the SEC with respect to the Proxy Statement; and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (y) the conclusion of any SEC review of the preliminary Proxy Statement, cause a definitive Proxy Statement to be mailed to the Company's stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be mailed by the Company without consultation and review by Parent or Merger Sub. The Company will use commercially reasonable efforts promptly notify Parent and Merger Sub of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to have the preliminary Proxy Statement cleared by or definitive Proxy Statement or for additional information, and will promptly supply Parent and Merger Sub with copies of all written correspondence between the SEC. HoldingCompany or Company Representatives, Parenton the one hand, Acquiror and the Company shall SEC or members of its staff, on the other hand, with respect to the preliminary Proxy Statement, the definitive Proxy Statement, the Merger or any of the other transactions contemplated by this Agreement. Parent and Merger Sub will cooperate with each other the Company in connection with the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed including, but not limited to, furnishing to the Company Stockholders prior any and all information regarding Parent and Merger Sub and their respective affiliates as may be required to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the be disclosed therein. The Proxy Statement and any other documents filed with, or sent to, shall contain the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each recommendation of the Board of Directors that the Company's stockholders approve this Agreement and the transactions contemplated hereby, Holdingprovided that the Board of Directors may withdraw, Parent and Acquiror agrees to use modify or change its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each recommendation of the Company, Holding, Parent Merger and Acquiror promptly shall correct any information provided by this Agreement if it and used does so in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file accordance with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawSection 5.2(b) hereof.

Proxy Statement. (a) As soon promptly as is reasonably practicable and in any event no later than 30 days after execution of this Agreementthe date hereof, the Company shall prepare and file the Proxy Statement file, or cause to be prepared and filed, with the SEC under the proxy statement (together with the letters to stockholders, notices of meeting and forms of proxies to be distributed to stockholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith collectively, the “Proxy Statement”) which shall (i) except to the extent provided in Section 5.2(a), include the recommendation of the Company Board that the Company’s stockholders adopt this Agreement and the transactions contemplated hereunder and (ii) comply in all material respects with the provisions of the Exchange Act. The Each of the Company will and Parent shall use its commercially reasonable efforts to have respond as promptly as reasonably practicable to any comments received from the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate SEC with each other in the preparation of respect to the Proxy Statement, and the Company shall notify Acquiror cause the definitive Proxy Statement to be mailed to the Company’s stockholders promptly following clearance by the SEC of the Proxy Statement (or, if applicable, following the date on which the SEC staff advises that it has no further comments and that the Company may commence mailing the Proxy Statement); provided that the Company shall provide written notice to Parent at least two (2) business days prior to the mailing of the Proxy Statement pursuant hereto. Each party shall promptly notify the other party upon the receipt by it or any of its Subsidiaries of any comments of from the SEC with respect or its staff, or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information Statement, and shall provide to Acquiror promptly the other party with copies of all correspondence between it or its Subsidiaries, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. (b) The Company agrees that none of the information with respect to the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity Subsidiaries to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used be included in the Proxy Statement that shall have become false will, in the case of the Proxy Statement or misleading in any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein, and in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company shall take all steps necessary assumes no responsibility with respect to file with information supplied in writing by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the SEC and have cleared Proxy Statement, unless Parent has informed the Company in writing in a clear manner, within a reasonable time prior to its use, that such information should not be so included or incorporated by reference. (c) If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent, Merger Sub or any of their respective affiliates, directors or officers should be discovered by the SEC any Company or Parent, which should be set forth in an amendment or supplement to the Proxy Statement as to correct the same and to cause so that the Proxy Statement as so corrected shall not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they are made, not misleading, the party that discovers such information (or the party whose Subsidiary discovers such information) shall promptly notify the other party, and an appropriate amendment, supplement or other filing incorporated by reference into the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company in each case, as promptly as reasonably practicable.

Proxy Statement. As soon (a) The Company shall, with the assistance of Parent, prepare and file with the SEC, as promptly as practicable and in any event after the date of this Agreement (but no later than 30 forty-five (45) days after the execution of this Agreement), a preliminary Proxy Statement and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file the Proxy Statement with the SEC under all other documents required by the Exchange Act. The Company will use commercially reasonable efforts to have Act in connection with the Proxy Statement cleared by Mergers and the SEC. Holdingother transactions contemplated hereby, and Parent, Acquiror Merger Sub and the Company shall cooperate with each other in connection with the preparation of the Proxy StatementStatement and any such other filings. (b) Subject to applicable Law, and notwithstanding anything in this Agreement to the contrary, prior to the filing of the preliminary Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the Company stockholders, or 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 and include in such filing, document or response any reasonable comments reasonably proposed by Parent and its Representatives. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall promptly notify Acquiror of Parent and Merger Sub upon the receipt of any comments of 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 (1) all material correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement and (2) all written comments with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and received from the SEC. The Company shall give Acquiror use commercially reasonable efforts to obtain and its counsel furnish the opportunity information required to review be included by the SEC in the Proxy Statement, and comment on respond to and resolve any comments made by the SEC as promptly as practicable after receipt thereof. The Company shall cause the definitive Proxy Statement to be mailed to holders of Company Shares as of the record date established for the Stockholders Meeting promptly (but in any event no more than five (5) Business Days after the earlier of (1) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and any other documents filed with (2) date on which the SEC or mailed confirms that it has no further comments on the preliminary Proxy Statement). (c) If at any time prior to the Stockholders Meeting, any information relating to the Company Stockholders prior to their being filed withor Parent, or sent toany of their respective Affiliates, the SEC is discovered by a Party, which information should be set forth in an amendment or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements supplement to the Proxy Statement and any other documents filed with, or sent toStatement, the SEC Party that discovers such information shall promptly notify the other Party, and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or mailed supplement, in each case, to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholdersextent required by applicable Law. Each of the Company, Holding, Parent and Acquiror Merger Sub agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall (1) correct any information provided by it and used specifically for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, respect and (2) supplement the Company shall take all steps necessary to file with the SEC and have cleared information provided by the SEC any amendment or supplement to it specifically for use in the Proxy Statement as to correct include any information that shall become necessary in order to make the same and statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders of record as of the Company Stockholdersrecord date established for the Stockholders Meeting, in each case case, as and to the extent required by applicable Law.

Proxy Statement. As soon as practicable and in any event (a) The Company shall (i) no later than 30 thirty (30) days after execution the date of this Agreement, in consultation with Parent, prepare, and file with the SEC a proxy statement relating to the Company shall Shareholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”), (ii) respond promptly to any comments received from the SEC or the staff of the SEC with respect to such filings, (iii) promptly after consulting with Parent, prepare and file any amendments or supplements necessary to be filed in response to any such comments and (iv) use its reasonable best efforts to have cleared by the staff of the SEC the Proxy Statement and thereafter commence mailing to the Company Shareholders such Proxy Statement within three (3) Business Days, and (v) to the extent required by applicable Law, file and mail to the Company Shareholders any supplement or amendment to the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, shall consult with Parent and provide Parent with the opportunity to review and comment on any response to such comments or requests prior to responding to any such comments or request, and shall provide Parent promptly with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Parent shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be reasonably required or requested to be set forth in the Proxy Statement under the Exchange Act. The Company will use commercially shall provide Parent a reasonable efforts opportunity to have review and comment upon the Proxy Statement cleared by Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. Holding, and all such filings shall be in form and substance reasonably satisfactory to Parent, Acquiror . (b) The Company and the Company Parent shall cooperate to (i) concurrently with each other in the preparation and filing of the Proxy Statement, jointly prepare and file with the Company shall notify Acquiror SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement, and furnish to each other all information concerning such Party as may be reasonably requested in connection with the preparation of the receipt of Schedule 13E-3, (ii) respond promptly to any comments received from the SEC or the staff 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 such filings and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any consult with each other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed withproviding such response, (iii) promptly after consulting with each other, prepare and file any amendments or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and be filed in response to any such comments, (iv) use reasonable best efforts to have cleared by the SEC the Schedule 13E-3 and (v) to the extent required by applicable Law, prepare and file any supplement or amendment to the Schedule 13E-3. Each Party shall promptly notify the other upon the receipt of any comments (written or oral) from the SEC regarding the Schedule 13E-3 or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 13E-3. (c) If, at any time prior to the Company Shareholders’ Meeting any information relating to the Company or Parent or any of their respective Affiliates should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement or Schedule 13E-3, as to correct the same and to cause applicable, so that the Proxy Statement or Schedule 13E-3, as so corrected applicable, shall not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Party and, to the extent required by applicable Law, the Company (or the Company and Parent jointly, in the case of the Schedule 13E-3) shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company Shareholders promptly following such notification. (d) Subject to Section 6.04, the Company Recommendation shall be included in the Proxy Statement and the Schedule 13E-3 and, unless there has been an Adverse Company Recommendation, the Company shall use reasonable best efforts to secure the Required Shareholder Vote.

Proxy Statement. (a) As soon promptly as practicable reasonably practicable, and in any event no later than 30 within forty-five days after execution the date of this AgreementAgreement (or such later date as Parent may consent to in writing, which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall prepare and file with the SEC, in preliminary form, a proxy statement relating to a meeting of the Company Stockholders (the “Company Stockholder Meeting”) (as amended or supplemented from time to time, the “Proxy Statement”). Subject to Section 5.1(b), the Company shall include the Special Committee Recommendation and the Company Board Recommendation in the Proxy Statement. Parent shall furnish all information concerning itself and its Affiliates that is reasonably requested by the Company to be included in the Proxy Statement and shall otherwise assist and cooperate with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, Statement and the resolution of any comments thereto received from the SEC. The Company shall notify Acquiror of the receipt of use its reasonable best efforts to respond as promptly as reasonably practicable to any (written or oral) substantive comments of the SEC with respect to the Proxy Statement and of any requests to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable and to file the Proxy Statement with the SEC in definitive form promptly thereafter. The Company shall promptly notify Parent upon the receipt of any (written or oral) substantive comments from the SEC or its staff or any request from the SEC or its staff for any amendment amendments or supplement thereto or for additional information supplements to the Proxy Statement and shall provide to Acquiror promptly copies Parent with a copy of all material written correspondence between the Company or any representative of the Company Company’s Representatives, on the one hand, and the SECSEC or its staff, on the other hand (and a summary of any substantive oral conversations) with respect to the Proxy Statement or the Transactions. The Until such time as there has been a Company Adverse Change Recommendation, the Company shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any other supplements thereto, prior to filing such documents filed with the SEC or mailed and disseminating such documents to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies shall give due consideration, in good faith, to including any comments on each such document or response that are reasonably proposed by Parent. If, at any time prior to their being filed withthe Company Stockholders Meeting, or sent to, the SEC or mailed any information relating to its Stockholders. Each of the Company, HoldingParent or any of their respective Affiliates, Parent and Acquiror agrees to use its commercially reasonable effortsofficers, after consultation with the directors or other parties hereto, to respond promptly to all such comments of and requests Representatives should be discovered by the SEC. As promptly as practicable after Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement has been cleared by 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 SECstatements therein, in light of the circumstances under which they are made, not misleading, the Company Party that discovers such information shall mail promptly notify the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respectother Parties, and the Company shall take all steps necessary to promptly file with the SEC and have cleared by the SEC any an appropriate amendment or supplement to the Proxy Statement as to correct describing such information with the same and to cause the Proxy Statement as so corrected to be disseminated to the Company StockholdersSEC and, in each case to the extent required by applicable LawLegal Requirements, cause such amendment or supplement to be promptly disseminated to the Company Stockholders. (b) The Company shall, as promptly as reasonably practicable after the date on which the Company is informed that the SEC does not intend to review the Proxy Statement or has no further comments thereon, (i) mail or cause to be mailed the Proxy Statement (including a form of proxy) in definitive form to the Company Stockholders in accordance with applicable Legal Requirements and the Company’s amended and restated bylaws, as amended; and (ii) subject to applicable Legal Requirements, take all other action necessary under all applicable Legal Requirements, the Certificate of Incorporation, the Company’s amended and restated bylaws, as amended, and the rules of Nasdaq to duly call, give notice of, convene and hold the Company Stockholders Meeting. Notwithstanding anything to the contrary in this Agreement, the Company may, in its sole discretion, adjourn, recess or postpone the Company Stockholders Meeting (A) with the written consent of Parent, (B) after consultation with Parent, to the extent the Company (or the Special Committee) determines is necessary or advisable (1) to permit the preparation, filing and dissemination of any supplement or amendment to the Proxy Statement that the Company (or the Special Committee) has determined is reasonably likely to be required under applicable Legal Requirements and (2) for such supplement or amendment to be duly reviewed by the Company Stockholders in advance of the Company Stockholders Meeting, (C) to the extent required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the Transactions, (D) if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or (E) to solicit additional proxies for the purpose of obtaining the Company Required Vote. The Company shall, unless there has been a Company Adverse Change Recommendation, use its reasonable best efforts to (1) solicit from the Company Stockholders proxies in favor of the Company Required Vote and (2) take all other actions necessary or advisable to secure the Company Required Vote. The Company shall, upon the request of Parent following the dissemination of the definitive Proxy Statement, keep Parent reasonably informed regarding the proxies received by the Company with respect to the Company Stockholders Meeting. (c) Nothing in this Section 5.2 shall be deemed to prevent the Company, the Company Board or any committee thereof (including the Special Committee) from taking any action they are permitted or required to take under, and in compliance with, Section 4.3 or Section 5.1(b).

Proxy Statement. (a) As soon as practicable and in any event no later than 30 days after execution of following the date off this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange ActProxy Statement. The Company will shall use its commercially reasonable efforts to have cause the Proxy Statement cleared to be mailed to the stockholders of the Company as promptly as practicable after the date hereof. No filing of, or amendment or supplement to, the Proxy Statement will be made by the SECCompany without providing Parent a reasonable opportunity to review and comment thereon. Holding, If at any time prior the Company Stockholders’ Meeting any information relating to the Company or Parent, Acquiror and or any of their respective Affiliates, directors or officers, should be discovered by the Company shall cooperate with each other or Parent which should be set forth in the preparation of an amendment or supplement to the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the 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. The Company shall notify Acquiror Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and of any requests or the transactions contemplated by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawthis Agreement.

Proxy Statement. As soon Parent shall, as promptly as reasonably practicable and in any event no later than 30 days after execution the date of this AgreementAgreement (and Parent shall use its reasonable best efforts to cause such filing to occur within thirty Business Days after the date hereof, so long as the Company shall promptly complies with its obligations under this Section 5.04), prepare and file the Proxy Statement with the SEC under the proxy statement (the “Proxy Statement”) in preliminary form. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange ActAct and other Applicable Laws relating to securities. The Company shall promptly provide to Parent such information as Parent may reasonably request for inclusion in the Proxy Statement. Parent will use commercially its reasonable best efforts to have the preliminary Proxy Statement cleared by the SECSEC as promptly as reasonably practicable after such filing and Parent shall thereafter cause the Proxy Statement to promptly be mailed or delivered to holders of Parent Common Stock. HoldingPrior to filing the Proxy Statement or responding to any comments of the SEC or its staff with respect thereto, ParentParent shall, Acquiror if permitted by Applicable Law and to the extent reasonably practicable, provide the Company with an opportunity to review and comment on such document or response and shall cooperate with each other in the preparation of the Proxy Statement, and consider any reasonable comments made by the Company shall and its counsel. Subject to Applicable Law and to the extent reasonably practicable, Parent will notify Acquiror the Company promptly of the receipt of any comments of from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement. Parent shall take any other action required to be taken by it under the Securities Act, the Exchange Act, New York Law and the rules of NASDAQ in connection with respect to the filing and distribution of the Proxy Statement and the solicitation of any requests by proxies from the SEC for any amendment or supplement thereto or for additional information and shall provide shareholders of Parent in connection therewith. Subject to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on Section 5.05, the Proxy Statement and any other documents filed with shall include the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawBoard Recommendation.

Proxy Statement. (a) As soon promptly as practicable after the execution of this Agreement (and in any event no later than within 30 days after execution of the date of this Agreement), the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC the Proxy Statement. The Company shall use its reasonable best efforts to ensure that the Proxy Statement complies as to form in all material respects with the rules and regulations promulgated by the SEC under the Exchange ActAct and the Securities Act and with all other applicable Law. The Company will use commercially reasonable efforts to have shall ensure that the Proxy Statement includes: (i) the opinion of the financial advisor referred to in Section 3.21; and (ii) a summary of the financial analysis conducted by such financial advisor. Subject to Section 7.02(d) and Section 5.02, the Proxy Statement shall include (i) a statement to the effect that the Company Board has determined that this Agreement and the Merger are advisable and (ii) the recommendation of the Company Board in favor of approval and adoption of this Agreement and the Merger. The Company shall use its reasonable best efforts to, as promptly as practicable after such filing, respond to comments of the SEC relating to the Proxy Statement. Parent and the Company shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act. As promptly as practicable after the Proxy Statement is cleared by the SEC. Holding, Parent, Acquiror and the Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders. (b) Parent shall furnish all information concerning Parent and its Subsidiaries to the Company, and provide such other assistance, as may be reasonably requested by the Company and shall otherwise reasonably assist and cooperate with each other the Company in the preparation preparation, filing and distribution of the Proxy Statement, and the resolution of any comments received from the SEC. If at any time prior to the receipt of the Company Stockholder Approval 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 is required to 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC by the Company and, to the extent required by applicable Law, disseminated to the stockholders of the Company. (c) The Company shall notify Acquiror Parent promptly of the receipt of any comments comments, whether written or oral, from the SEC or the staff of the SEC with respect and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly supply Parent with copies of all correspondence between the Company or any representative of its Representatives, on the one hand, and the SEC or the staff of the Company and SEC, on the SECother hand, with respect to the Proxy Statement. The Company shall give Acquiror Parent and its counsel the a reasonable opportunity to review and comment on participate in preparing the Proxy Statement and any other documents filed with proposed response by the Company to comments received from the SEC or mailed its staff and to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment provide comments on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respectproposed response thereto, and the Company shall take all steps necessary give reasonable consideration to file with any such comments. The Company shall use reasonable best efforts to respond promptly to any comments of the SEC and have cleared by or their respective staff with respect to the SEC any Proxy Statement. (d) No amendment or supplement to the Proxy Statement as to correct will be made by the same Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that the Company, in connection with a Company Adverse Recommendation Change made in compliance with the terms hereof may (and to cause Parent shall comply with any request by the Company to) amend or supplement the Proxy Statement as so corrected (including by incorporation by reference) pursuant to be disseminated an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change, (ii) a statement of the reason of the Company Board for making such a Company Adverse Recommendation Change, and (iii) additional information reasonably related to the foregoing. Notwithstanding a Company Adverse Recommendation Change, the Company shall nonetheless submit this Agreement to the Company Stockholdersstockholders for approval and adoption, unless this Agreement is terminated in each case to the extent required by applicable Lawaccordance with Article 9.

Proxy Statement. (i) As soon promptly as practicable (and in any event no later than 30 days after execution within twenty (20) Business Days) following the date of this Agreement, the Company shall use Reasonable Best Efforts to prepare and file with the SEC a preliminary proxy statement (such proxy statement, as amended and supplemented, the “Proxy Statement”) relating solely to this Agreement, the Merger and the other Transactions (it being understood a “golden parachute” proposal and procedural proposal are among the matters related to the Transactions). The Company shall cause the Proxy Statement to comply in all material respects with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared rules and regulations promulgated by the SEC. Holding, Parent, Acquiror Parent shall furnish all information concerning Parent and Merger Sub as may reasonably be requested by the Company shall cooperate in connection with each other in such actions and the preparation of the Proxy Statement, Statement (and the Company shall notify Acquiror of the receipt of be entitled to update or supplement any comments of the SEC with respect to information provided by it for use in the Proxy Statement and of any requests by the SEC for any amendment which shall have become false or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SECmisleading). The Company shall give Acquiror Parent, Merger Sub and its their counsel the a reasonable opportunity to review and comment on the Proxy Statement and prior to each filing of any other documents filed version thereof with the SEC or mailed to (including, for the Company Stockholders prior to avoidance of doubt, any preliminary version thereof), shall incorporate all comments reasonably proposed by Parent, Merger Sub and their being filed withcounsel, or sent to, and shall not file any version thereof with the SEC without the prior written consent of Parent, Merger Sub or mailed their counsel (such consent not to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholdersbe unreasonably withheld). Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the The Company shall mail cause the Proxy Statement to be mailed to all Company Shareholders at the Stockholders. Each earliest practicable date, and in any event within five (5) Business Days, following the clearance of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and by the SEC. (ii) All filings by the Company shall take all steps necessary to file with the SEC in connection with the Merger and have cleared the other Transactions, and all mailings by the Company to the Company Shareholders (in addition to the Proxy Statement) in connection with the Merger and the other Transactions, shall be subject to the same review and comment procedures as set forth in subparagraph (a)(i) above with respect to the Proxy Statement. (iii) The Company shall (A) promptly notify Parent of (1) the receipt of any comments from the SEC and all other written correspondence and oral communications from or with the SEC relating to the Proxy Statement, the Merger or any of the other Transactions and (2) any request by the SEC for any amendment or supplement to the Proxy Statement as or for additional information with respect thereto and (B) supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to correct the same Proxy Statement, the Merger or any of the other Transactions. The Company shall give Parent, Merger Sub and their counsel a reasonable opportunity to cause review and comment on (i) any written response to such comments, requests or other communications from the SEC or its staff and (ii) any proposed amendments or supplements to the Proxy Statement as so corrected (whether in response to such comments, requests or communications from the SEC or its staff, or otherwise), shall incorporate all comments reasonably proposed by Parent, Merger Sub and their counsel with respect thereto and shall not file any version of any such written response or proposed amendment of supplement without the prior written consent of Parent, Merger Sub or their counsel (such consent not to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawunreasonably withheld).

Proxy Statement. (a) As soon promptly as reasonably practicable after the date hereof (and in any event no later than 30 days within twenty (20) Business Days after execution of this Agreementthe date hereof), the Company shall prepare and file the Proxy Statement with the SEC under a preliminary proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”), and each of the Company and Parent shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents required by the Exchange Act. The Company will use commercially reasonable efforts to have Act in connection with the Proxy Statement cleared by Merger and the SEC. Holdingother transactions contemplated hereby, Parent, Acquiror and Parent and the Company shall cooperate with each other in connection with the preparation of the Proxy StatementStatement and any such other filings. Except as permitted by Section 5.2, and the Proxy Statement shall include the Company Recommendation; provided, that if the Company Board shall have effected a Change of Recommendation in accordance with Section 5.2, then in submitting this Agreement to the Company’s stockholders, the Company Board may submit this Agreement to the Company’s stockholders without the Company Recommendation, in which event the Company Board may communicate the basis for its lack of recommendation to the Company’s stockholders in the Proxy Statement or an appropriate amendment thereof or supplement thereto. Parent agrees to provide or cause to be provided all information with respect to itself, its Affiliates and their respective Representatives as may be reasonably requested by the Company for inclusion in the Proxy Statement and any such other filings. (b) Each party shall as promptly as reasonably practicable notify Acquiror the other parties of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests request by the SEC for any amendment or supplement thereto or for additional information and shall as promptly as reasonably practicable provide to Acquiror promptly the other party copies of all written correspondence between with the Company SEC with respect to the Proxy Statement or any representative of the transactions contemplated hereby. The Company and Parent shall each use its reasonable best efforts to (i) promptly provide responses to the SECSEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or filings as may be necessary in connection therewith and (ii) have the Proxy Statement cleared by the SEC staff as soon as reasonably practical after such filing. The Company shall give Acquiror cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (c) Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment thereof or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (unless and its counsel until a Change of Recommendation has occurred or in connection with the matters described in Section 5.2) provide Parent with an opportunity to review and comment on (which comments shall be made promptly) such document or response and shall consider in good faith including in such document or response comments reasonably proposed by Parent. (d) If, at any time prior to the receipt of the Stockholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, as the case may be, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that the Proxy Statement and would not contain any other documents filed with untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the SEC or mailed to statements therein, in light of the Company Stockholders prior to their being filed withcircumstances under which they were made, or sent tonot misleading, the SEC or mailed to its Stockholders and party that discovers such information shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with promptly notify the other parties hereto, to respond promptly to all such comments and the Company and Parent shall cooperate in the prompt filing with the SEC of and requests by the SEC. As promptly as practicable after any necessary amendment of, or supplement to, the Proxy Statement has been cleared by the SECand, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Law, in disseminating the information contained in such amendment or supplement to the stockholders of the Company. Nothing in this Section 5.3(d) shall limit the rights or obligations of any party under any other paragraph of this Section 5.3. (e) All documents that the Company is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act.

Proxy Statement. As (a) The Company shall use reasonable best efforts to deliver to Parent a reasonably complete initial draft of a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) within twenty-five (25) Business Days after the date of this Agreement, and as soon as reasonably practicable following the date of this Agreement, and in any event no later than 30 days after execution within thirty-five (35) Business Days following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement to be sent to the holders of Common Shares relating to the meeting of the stockholders of the Company (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement, approval of the Merger and approval of any other matters to affect the transactions contemplated hereby as determined by the Parties. Parent shall cooperate with the SEC under Company in connection with the Exchange Actpreparation of the Proxy Statement and shall furnish all information concerning Parent, Merger Sub and their Affiliates as the Company may reasonably request in connection with the preparation of the Proxy Statement. The Company will shall use commercially reasonable best efforts to have the Proxy Statement cleared by the SECSEC as promptly as reasonably practicable after such filing. Holding, Parent, Acquiror and The Company will use reasonable best efforts to cause the Proxy Statement to be mailed to the stockholders of the Company shall cooperate with each other in the preparation of as promptly as reasonably practicable after the Proxy Statement, and Statement is cleared by the SEC. (b) The Company shall promptly notify Acquiror Parent of (i) the receipt of any comments of from the SEC and all other written correspondence and oral communications with respect the SEC relating to the Proxy Statement and of (ii) any requests request by the SEC for any amendment or supplement thereto to the Proxy Statement or for additional information with respect thereto and, in each case of clauses (i) and (ii), the Company shall promptly provide to Acquiror promptly Parent with copies of all correspondence between it and its Representatives, on the Company or any representative of the Company one hand, and the SEC, on the other hand. The Company shall give Acquiror and use its counsel reasonable best efforts to respond as promptly as reasonably practicable to any comments from the opportunity SEC with respect to review and comment on the Proxy Statement. All filings by the Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement and any other documents filed with amendment or supplement thereto and any response to any comments of the SEC or mailed with respect thereto, shall be subject to the Company Stockholders reasonable prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on of Parent, and all amendments and supplements mailings to the Proxy Statement stockholders of the Company in connection with the Merger and any the other documents filed with, or sent to, the SEC or mailed transactions contemplated by this Agreement shall be subject to the Company Stockholders reasonable prior review and all responses to requests for additional information and replies to comments prior to their being filed withcomment of Parent and, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SECin each case, the Company shall consider in good faith all comments reasonably proposed by Parent. The Company shall not file or mail the Proxy Statement any document relating to the Company Stockholders. Each ’ Meeting or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (c) If at any time prior to the Effective Time any information relating to the Company, HoldingParent or Merger Sub, or any of their respective Affiliates, directors or officers, is discovered by the Company, Parent and Acquiror promptly shall correct any information provided by it and used or Merger Sub, which should be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as to correct the same and to cause so that the Proxy Statement as so corrected would not include any misstatement of a material fact or omit to be disseminated state any material fact necessary to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Applicable Law, disseminated to the stockholders of the Company.

Proxy Statement. (a) As soon promptly as reasonably practicable following the execution and in any event no later than 30 days after execution delivery of this Agreement, Parent and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by the Company), and Parent shall file with the SEC, a proxy statement relating to the Transactions (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of Parent relating to the Parent Stockholders’ Meeting, for the purpose of, among other things: (i) providing Parent’s stockholders with notice of the opportunity to redeem shares of Parent Class A Common Stock (the “Parent Stockholder Redemption”); and (ii) soliciting proxies from holders of Parent Class A Common Stock to vote at the Parent Stockholders’ Meeting in favor of the Parent Proposals. The Proxy Statement shall be in form and substance reasonably acceptable to the Company and Parent, and will comply as to form and substance with the applicable requirements of the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use its reasonable best efforts to: (A) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Company, delivery of the true and complete copies of the audited or reviewed consolidated balance sheet of W3BCLOUD Partners Limited and its subsidiaries as required thereunder, and the related audited and unaudited consolidated statements of operations, cash flows and changes in equityholders’ equity of W3BCLOUD Partners Limited and its subsidiaries for the applicable periods, each prepared in accordance with Regulation S-X and US GAAP and, with respect to any audited financials, audited in accordance with the auditing standards of the PCAOB and the associated audit reports and consents of the Company’s independent registered public accounting firm); and (B) promptly notify the others of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff. Each of Parent and the Company shall promptly furnish, or cause to be furnished to, the other with all information concerning such party and its subsidiaries, Representatives and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 8.01; provided, however, that neither Parent nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: (y) such Party obtains the prior written consent of the applicable other Party to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or (z) to the extent that use of such information is required (upon advice of counsel) to avoid violation of applicable Law. (b) Prior to filing the Proxy Statement with the SEC, Parent will make available to the Company drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file the Proxy Statement with the SEC without the Company’s final approval thereof, such approval not to be unreasonably withheld, conditioned or delayed. Parent will advise the Company promptly after it receives notice thereof, of: (i) the time when the Proxy Statement has been filed; (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (iv) the filing of any supplement or amendment to the Proxy Statement; (v) the issuance of any stop order by the SEC; (vi) any request by the SEC for amendment of the Proxy Statement; and (vii) requests by the SEC for additional information. The Company will Parent shall use commercially its reasonable best efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and SEC under the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As Exchange Act as promptly as practicable after practicable. (c) Parent represents that the Proxy Statement has been cleared information supplied by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each Parent or on behalf of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used for inclusion in the Proxy Statement that shall have become false not include any untrue statement of a material fact or misleading in omit to state any material respectfact necessary in order to make the statements therein, and in the Company shall take all steps necessary to file light of the circumstances under which they were made, not misleading, at (i) the time the Proxy Statement is filed with the SEC SEC, (ii) each time at which the Proxy Statement is amended, (iii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, (iv) the time of the Parent Stockholders’ Meeting and have cleared by (v) the SEC Closing. If, at any time prior to the Parent Stockholders’ Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement as to correct the same and to cause so that the Proxy Statement as so corrected would not include any misstatement of a material fact or omit to be disseminated state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly file an amendment or supplement to the Proxy Statement containing such information. If, at any time prior to the Closing, the Company Stockholdersdiscovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in each case light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Parent of such information, event or circumstance. All documents that Parent is responsible for filing with the SEC in connection with the Transactions shall comply as to form and substance in all material respects with the extent required by applicable Lawrequirements of the Securities Act and the Exchange Act.

Proxy Statement. (i) As soon promptly as practicable and in any event no later than 30 days after execution of this Agreementfollowing the date hereof, the Company shall, with reasonable assistance from Parent, prepare, and the Company shall prepare and file with the SEC, a proxy statement of the Company in connection with seeking the Company Shareholder Approval (as amended or supplemented from time to time, the “Proxy Statement”). The Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the SEC under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared rules and regulations promulgated by the SEC. Holding, Parent, Acquiror and Parent shall furnish all information concerning it as may reasonably be requested by the Company shall cooperate in connection with each other in such actions and the preparation of the Proxy Statement, and . The Company (A) will cause the Proxy Statement to be mailed to shareholders of the Company as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement and (B) shall, within a reasonable period after the initial filing of the Proxy Statement, promptly commence a “broker search” in accordance with Rule 14a-13 of the Exchange Act. (ii) All filings by the Company or Parent with the SEC in connection with the transactions contemplated hereby and all mailings to the shareholders of the Company in connection with the Merger shall be subject to the prior review of and consent by Parent, which consent shall not be unreasonably withheld, delayed, or conditioned. (iii) The Company shall (A) as promptly as practicable notify Acquiror Parent of (1) the receipt of any comments of from the SEC and all other written correspondence and oral communications with respect the SEC relating to the Proxy Statement and of (2) any requests request by the SEC for any amendment or supplement thereto supplements to the Proxy Statement or for additional information with respect thereto and shall provide to Acquiror promptly (B) supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger (other than with respect to the Spin-Off Registration Statement). (iv) Each of Parent and the Company shall ensure that none of the information supplied by or any representative on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and at the SEC. The time of the meeting of the shareholders of the Company shall give Acquiror and its counsel (the opportunity “Company Shareholders’ Meeting”) contain any untrue statement of a material fact or omit to review and comment on state any material fact required to be stated therein or necessary in order to make the Proxy Statement and statements therein, in light of the circumstances under which they are made, not misleading. (v) If at any other documents filed with the SEC or mailed time prior to the Company Stockholders prior Effective Time any information relating to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, HoldingParent or Merger Sub or any of their respective Affiliates, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests directors or officers is discovered by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, HoldingParent or Merger Sub, Parent and Acquiror promptly shall correct any information provided by it and used which is required to be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as Statement, so that such document would not include any misstatement of a material fact or omit to correct state any material fact necessary to make the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholdersstatements therein, in each case light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties 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 shareholders of the Company, in each case, by the Company (with the reasonable assistance of Parent).

Proxy Statement. The Company shall, as promptly as practicable, prepare and, to the extent required by Applicable Law, file with the SEC, the appropriate form and documentation for the purpose of soliciting proxies for Stockholder approval of the transactions contemplated by the Transaction Agreements to the extent such transactions and the Transactions Agreements are required to be approved by the Stockholders under the rules and regulations of the National Association of Securities Dealers, Inc., which shall include the proxy statement prepared by the Company pursuant to Regulation 14A under the Exchange Act with respect to the Stockholders Meeting (the Proxy Statement ). As soon as practicable and practicable, but in any no event no later less than 30 days after execution of this Agreement, the Company shall prepare and file five (5) Business Days prior to filing the Proxy Statement with the SEC under SEC, the Exchange Act. The Company will use commercially reasonable efforts to have shall provide a copy of the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by Purchaser so that the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel Purchaser has the opportunity to review and comment on the Proxy Statement and prior to such filing. In the event that the Purchaser provides any other documents filed with the SEC or mailed comments to the Proxy Statement, the Company Stockholders agrees to consider in good faith such comments of Purchaser, which comments (if any) shall be provided by the Purchaser no later than one (1) Business Day prior to their being filed withsuch filing, but the Company shall be under no obligation to make any change or sent tomodification to the Proxy Statement based upon such comments of Purchaser. The Company shall, as promptly as practicable after receipt thereof, provide the SEC Purchaser copies of any written comments, and advise the Purchaser of any oral comments or mailed to its Stockholders and communications regarding the Proxy Statement received from the SEC. The Company shall give Acquiror and its counsel provide the Purchaser with a reasonable opportunity to review and comment on all amendments and supplements any amendment or supplement to the Proxy Statement and any other documents filed with, or sent to, prior to filing the same with the SEC or mailing to Stockholders, and the Company will provide promptly the Purchaser with a copy of all such filings made with the SEC or sent to Stockholders. (a) The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, as promptly as practicable after the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests Proxy Statement is cleared by the SEC. As The Company shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. The Company will advise the Purchaser, promptly as practicable after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC, the issuance of any stop order, the suspension of the qualification of the Company shall mail s Common Stock or any request by the SEC for amendment of the Proxy Statement to Statement. (b) The Company agrees that the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used for inclusion in the Proxy Statement that and each amendment or supplement thereto, at the time of mailing thereof and at the time of the 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. If at any time during the proxy solicitation process, there shall have become false or misleading in occur any material respect, and event with respect to the Company shall take all steps necessary or any of its Subsidiaries, or with respect to file with any information in the SEC and have cleared by the SEC any Proxy Statement, which event is required to be described in an amendment of or supplement to the Proxy Statement Statement, such amendment or supplement shall be promptly filed with the SEC, as to correct the same required by Applicable Law, and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Law.

Proxy Statement. As soon promptly as practicable after the consummation of the Offer and in any event no later than 30 days after execution of this Agreementif required by the Exchange Act or the DGCL, the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, the Proxy Statement. The Proxy Statement with shall contain the SEC under Table of Contents recommendation of the Exchange ActBoard of Directors that the Company’s stockholders approve this Agreement and the Merger. The Company will use commercially its reasonable best efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation respond to any comments of the Proxy Statement, and the SEC or its staff. The Company shall will notify Acquiror Parent of the receipt of any comments of from the SEC with respect or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror will supply Parent promptly with copies of all correspondence between the Company or any representative of its representatives, on the Company one hand, and the SEC, on the other hand. The Company shall give Acquiror Parent and its counsel the opportunity to review and comment on the Proxy Statement and any other documents prior to it being filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror Parent and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Company and Parent and Acquiror agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of of, and requests by by, the SEC. As promptly as practicable after Parent will provide the Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement has been cleared by Statement. If, at any time prior to the SECEffective Time, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, or Parent and Acquiror promptly shall correct discovers any information provided by it and used relating to such party, or any of their respective Affiliates, officer or directors, that should be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as Statement, so that such document would not contain any misstatement of material fact necessary to correct make the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholdersstatements therein, in each case light of the circumstances under which they were made, not misleading, the party that discovers that 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 applicable LawLaw or regulation, disseminated to the stockholders of the Company.

Proxy Statement. As soon as practicable GSE and Parent (for itself and Merger Sub) shall cooperate in any event no later than 30 days after execution the preparation and prompt filing of this Agreement, the Company shall prepare and file the a Proxy Statement with the SEC Commission under the Exchange ActAct with respect to the meeting of GSE's stockholders called for the purpose of, among other things, securing stockholder approval of the merger contemplated by this Agreement. The Company will Each of GSE and Parent (for itself and Merger Sub) shall use commercially all reasonable efforts to have the Proxy Statement cleared by the SECCommission. Holding, Parent, Acquiror The Proxy Statement shall contain statements of GSE's board of directors that it has (i) determined that this Agreement and the Company shall cooperate with each other transactions contemplated hereby, including the Merger, are fair to and in the preparation best interests of the stockholders of the Company, (ii) declared the Merger and this Agreement to be advisable and (iii) recommended unanimously that the stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement, which recommendations shall not be withdrawn, amended or modified in a manner adverse to Parent or Merger Sub (unless withdrawn, modified or changed in accordance with the terms of Paragraph 4.2.11). Parent and its counsel shall be given an opportunity to review and comment upon the Proxy StatementStatement and any amendment or supplement thereto and any response to comments from the Commission prior to the filing thereof with the Commission, and GSE shall consider any such comments in good faith. GSE agrees to provide to Parent and its counsel any comments which GSE or its counsel may receive from the Company shall notify Acquiror staff of the receipt of any comments of the SEC Commission with respect to the Proxy Statement promptly after receipt thereof. Parent (for itself and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Merger Sub) will promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed supply to the Company Stockholders prior to their being filed within writing, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to for inclusion in the Proxy Statement Statement, all information concerning Parent and any other documents filed withMerger Sub required by law, rule or sent to, regulation to be included in the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersProxy Statement. Each of the Company, Holding, GSE and Parent (for itself and Acquiror agrees to Merger Sub) shall use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and efforts to cause the Proxy Statement as so corrected to be disseminated mailed to the Company Stockholders, in each case to the extent required by applicable Law.GSE's stockholders as promptly as practicable;

Proxy Statement. As soon as practicable and in any event no later than 30 days after execution Promptly following the date of this AgreementAgreement (but in no event prior to the Business Day immediately following the Cut-Off Date), the Company shall will prepare (with Parent’s reasonable assistance) and file with the SEC a preliminary proxy statement (as amended or supplemented, the “Proxy Statement”) relating to the Company Stockholder Meeting. The Company may not file the Proxy Statement with the SEC under the Exchange Act. The Company will use commercially without first providing Parent and its counsel a reasonable efforts opportunity to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror review and the Company shall cooperate with each other in the preparation of the Proxy Statementcomment thereon, and the Company shall notify Acquiror of give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent or its counsel and the receipt of any comments of the SEC with respect Company agrees that all information relating to Parent and its Subsidiaries included in the Proxy Statement shall be in form and of any requests by content reasonably satisfactory to Parent. The Company shall use its reasonable best efforts to ensure that the SEC for any amendment or supplement thereto or for additional information and shall provide Proxy Statement (i) will not on the date it is first mailed to Acquiror promptly copies of all correspondence between the Company or any representative stockholders of the Company and at the SEC. The time of the Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents Stockholders Meeting or filed with the SEC (as applicable) contain any untrue statement of a material fact or mailed omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, (A) the Company Stockholders prior assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub or their being filed with, affiliates for inclusion or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests incorporation by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used reference in the Proxy Statement that (which Parent shall have become false ensure satisfies the requirements of clauses (i) and (ii) of the preceding sentence) and (B) Parent, Merger Sub and their respective Affiliates assume no responsibility with respect to information supplied in writing by or misleading in any material respect, and on behalf of the Company shall take all steps necessary to file with the SEC and have cleared or its affiliates for inclusion or incorporation by the SEC any amendment or supplement to reference in the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable LawStatement.

Proxy Statement. As soon promptly as reasonably practicable and in any event no later than 30 days after execution the date of this Agreement, the Company shall prepare and file the a preliminary Proxy Statement with the SEC under the Exchange Act. The Company will , and shall use commercially its reasonable efforts to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company The parties hereto shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly Parent copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror Parent and its counsel the opportunity to review and comment on the Proxy Statement and any other documents prior to its being filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror Parent and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Company and Parent and Acquiror agrees to shall use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as so corrected and all required amendments and supplements thereto to be disseminated mailed to the holders of Company StockholdersCommon Shares entitled to vote at the Company Stockholder Meeting as soon as reasonably practicable. To the extent practicable, the Company shall permit Parent and its outside counsel to participate in each case all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or the Mergers. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, that in the Company’s reasonable judgment should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall in accordance with the procedures set forth in this Section 8.02, prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and, to the extent required by applicable LawLaw (as determined by the Company in its reasonable judgment), cause such amendment or supplement to be distributed to the stockholders of the Company.

Proxy Statement. (a) As soon promptly as practicable after the date of this Agreement (and in any event no later than 30 days after execution event, within twenty (20) Business Days hereof), the Company shall prepare and shall cause to be filed with the SEC the Proxy Statement in preliminary form calling a special meeting of the stockholders of the Company (such meeting, the “Company Stockholder Meeting”), seeking the approval of the stockholders of the Company of the Merger and the other transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth in this Agreement, in accordance with and as required by the Company’s articles of incorporation and bylaws (each as amended to date), the MGCL and any applicable laws and regulations of the Exchange Act and the rules and regulations of the NYSE American. The Proxy Statement shall include the Recommendation and, if required under the Exchange Act or the regulations thereunder, a copy of Section 3-202 of the MGCL. In addition, the Proxy Statement shall include the fairness opinion of the Company’s financial advisor referenced in Section 3.23 and the information (if any) required to be provided to holders of Common Stock by the MGCL. Parent shall reasonably cooperate with the Company in the preparation of the Proxy Statement and shall promptly provide to the Company any information regarding Parent or its Subsidiaries that is required to be included in the Proxy Statement under the applicable laws and regulations of the Exchange Act. In connection with the Proxy Statement, the Company will also file with the SEC any other documents and other information about the Merger and the other transactions contemplated by this Agreement in accordance with applicable proxy solicitation rules set forth in the applicable laws and regulations of the Exchange Act and the rules and regulations of the NYSE American (such Proxy Statement and the documents included or referred to therein, together with any supplements, amendments and/or exhibits thereto, the “Proxy Documents”). The Company shall ensure that the Proxy Documents comply as to form in all respects and substance in all material respects with the applicable provisions of the Exchange Act. (b) No amendment or supplement to the Proxy Documents will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed; provided that, solely with respect to documents filed by the Company which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to Parent or its business, financial condition or results of operations; and provided further, that if the Board shall have made a Change in Recommendation in accordance with Section 6.5 of this Agreement, the Company may amend or supplement the Information or Proxy Statement (including by incorporation by reference) to effect such a Change in Recommendation, and in such event, this right of approval shall prepare apply only with respect to information relating to Parent or its business, financial condition or results of operations. If, at any time prior to the Company Stockholder Meeting, Parent or the Company discovers any information relating to any party, or any of their respective Affiliates (or solely with respect to Parent, any of its Subsidiaries), officers or directors, that should be set forth in an amendment or supplement to the Proxy Statement, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the party that discovers that information shall promptly notify the other party and the Company shall file or cause to be filed with the SEC an appropriate amendment or supplement describing that information and, to the extent required by law or regulation, disseminated to the stockholders of the Company. (c) The Company shall mail the Proxy Statement to the holders of Common Stock of record, as of the record date to be established by the Company Board as provided in Section 6.2. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Documents and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC or its staff, on the other hand. Each of the Company and Parent shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Documents. If requested by Parent or its Representatives, the Company and its Representatives will permit Parent and/or its Representatives to participate in any meetings, calls or other communications with the SEC regarding the Proxy Documents. (d) Prior to filing with the SEC or mailing the Proxy Statement or any other Proxy Documents to the holders of the Common Stock, the Company will consult and coordinate in good faith with Parent, and make available to Parent preliminary drafts of the Proxy Statement and any communications with the SEC related to the Proxy Statement, provide Parent a reasonable opportunity to review and comment on the Proxy Documents, and the parties hereto will cooperate in good faith to respond to any SEC communications and make any revisions to and finalize the Proxy Statement and any other applicable Proxy Documents. The Company will advise Parent promptly after receipt of notice thereof, of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to the Proxy Statement, (v) any request by the SEC for amendment of the Proxy Statement, (vi) any comments from the SEC relating to the Proxy Statement and responses thereto, and (vii) requests by the SEC for additional information. The Company will shall respond to any SEC comments on the Proxy Statement promptly and shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC. HoldingSEC under the Exchange Act as soon after filing as reasonably practicable; provided, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of that prior to responding to any comments of the SEC with respect to the Proxy Statement and of any or material requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by from the SEC, the Company will make available to Parent drafts of any such response and provide Parent with a reasonable opportunity to comment on such drafts (including the proposed final version of such document or response). (e) The Company shall mail make all filings required to be made by the Company with respect to the transactions contemplated hereby under the Securities Act, the Exchange Act, and any rules and regulations thereunder. (f) The Company shall make available to the ESOP sufficient quantities of the Proxy Statement Documents as the ESOP Trustee or its Representatives may request from time to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respecttime, and shall cooperate with the Company shall take all steps necessary ESOP Trustee or its Representatives with (i) preparing and, if required under the Exchange Act, causing to file be filed with the SEC and have cleared any additional communications requested or required by the SEC ESOP Trustee or its Representatives in connection with the Merger and the transactions contemplated thereby, including for the purpose of obtaining the vote instructions of the participants in the ESOP, and (ii) any amendment other requests made by the ESOP Trustee or supplement to its Representatives in connection with the Proxy Statement as to correct Merger and the same and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawtransactions contemplated thereby.

Proxy Statement. As soon promptly as practicable and in any event no later than 30 days after the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under a proxy statement relating to the Exchange ActCompany Shareholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The In addition, each of the Company will use commercially reasonable efforts to have and Parent shall prepare and file with the Proxy Statement cleared SEC any Other Filings as and when required or requested by the SEC. Holding, Parent, Acquiror and Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of use reasonable efforts to respond to any comments of made by the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company or any representative Other Filings. Each of the Company and Parent shall furnish all information concerning it and the SEC. The Company shall give Acquiror holders of its capital stock as the other party may reasonably request in connection with such actions and its counsel the opportunity to review and comment on preparation of the Proxy Statement and any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SECOther Filings. As promptly as practicable after the Proxy Statement has been cleared by the SECreasonably practicable, the Company shall mail the Proxy Statement to its shareholders. Subject to Section 5.6, the Stockholders. Each Proxy Statement shall include the unanimous recommendation of all members of the Company Board that adoption of this Agreement by the Company’s shareholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s shareholders (the “Company Recommendation”). Subject to applicable Law, Holding, the Company shall provide Parent and Acquiror promptly shall correct any information provided by it and used in with the opportunity to review the Proxy Statement and any Other Filings that shall have become false or misleading relate to the transactions contemplated hereby and consider any comments Parent has on such filings in any material respect, and good faith prior to the Company shall take all steps necessary to file filing thereof with the SEC (other than the Proxy Statement and have cleared any Other Filing to the extent announcing any action taken by the SEC any amendment Company pursuant to, or supplement as permitted by, Section 5.6). Except with respect to the Proxy Statement and any Other Filing to the extent announcing any action taken by the Company pursuant to, or as to correct permitted by Section 5.6, the same Company and to cause Parent each shall advise the other promptly after it receives notice of any request by the SEC for amendment of the Proxy Statement as so corrected to be disseminated to or any Other Filings or comments thereon and responses thereto or requests by the Company Stockholders, in each case to the extent required by applicable LawSEC for additional information.

Proxy Statement. As soon promptly as practicable and in any event no later than 30 days after the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under a proxy statement to be sent to the Exchange Act. The stockholders of the Company will relating to the Stockholders' Meeting (such proxy statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), and Parent and the Company shall --------------- use commercially their reasonable best efforts to have the Proxy Statement cleared by the SECSEC promptly after such filing. Holding, Parent, Acquiror Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror provide Parent and its counsel the opportunity to review and comment on the Proxy Statement Statement, including all amendments and any other documents supplements thereto, prior to its being filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror Parent and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its StockholdersSEC. Each of the Company, Holding, Parent and Acquiror Merger Sub agrees to use its commercially 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 SEC and to cause the Proxy Statement has been cleared by and all required amendments and supplements thereto to be mailed to the SECholders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time. If, at any time prior to the Effective Time, (i) the Company shall mail the Proxy Statement discovers any event or circumstance relating to the Stockholders. Each of the CompanyCompany or any Subsidiary, Holdingor their respective officers or directors, Parent and Acquiror promptly shall correct any information provided by it and used that is required to be set forth in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any an amendment or supplement to the Proxy Statement as Statement, the Company shall promptly inform Parent; and (ii) Parent discovers any event or circumstance relating to correct the same and Parent or Merger Sub, or their respective officers or directors, that is required to cause be set forth in an amendment or supplement to the Proxy Statement as so corrected to be disseminated to Statement, Parent shall promptly inform the Company Stockholders, in each case to the extent required by applicable LawCompany.

Proxy Statement. As The Company shall provide each stockholder entitled to vote at the next meeting of stockholders of the Company, which the Company shall cause to occur as soon as practicable and in any event no later than 30 days commercially reasonable after execution the date of this Agreement, but in any event on or before September 30, 2002 (the "STOCKHOLDER MEETING DEADLINE"), a proxy statement which has been previously reviewed by Oak and a counsel of their choice (and with respect to which the Company shall prepare has used its best efforts to accept the comments of Oak and file counsel), soliciting each such stockholder's affirmative vote at such stockholder meeting for approval of (i) the Proxy Statement with Series B Certificate of Amendment and (ii) the SEC under Company's issuance of Conversion Shares in excess of the Exchange Act. The Company will use commercially reasonable efforts to have Cap (as defined in the Proxy Statement cleared by the SEC. HoldingCertificates of Designations) in accordance with applicable law (including applicable securities law, Parent, Acquiror rules and regulations) and the Company shall cooperate with each other in the preparation rules and regulations of the Proxy StatementPrincipal Market (such affirmative approvals being referred to herein collectively as the "STOCKHOLDER APPROVAL"), and the Company shall notify Acquiror solicit its stockholders' approval of the receipt Series B Certificate of any comments Amendment and such issuance of the SEC with respect Conversion Shares and the granting of voting rights to the Proxy Statement and holders of any requests by Preferred Shares. Such solicitation shall include the SEC for any amendment or supplement thereto or for additional information and shall provide recommendation of the Board of Directors in favor of Stockholder Approval, unless the Board of Directors determines in good faith after consultation with counsel to Acquiror promptly copies of all correspondence between the Company or any representative that making such recommendation would be inconsistent with the Board of Directors' fiduciary duties under applicable law, in which case, the Company and shall submit such matter to the SECCompany's stockholders without such recommendation. The Company shall give Acquiror and its counsel promptly notify the opportunity to review and comment on the Proxy Statement and Buyers of any other documents filed with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement on such proxy statement and shall provide the Buyers with a copy of such comments. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(k) and reimburse the Buyers for the fees and expenses of one counsel to the Proxy Statement as to correct Buyers in connection with such counsel's review of the same and to cause proxy statement referred in the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Lawfirst sentence of this Section 5(k).

Proxy Statement. (a) As soon as practicable and in any event no later than 30 days after execution following the date of this Agreement, the Company shall prepare and no later than the tenth (10th) Business Day following the public announcement of the execution and delivery of this Agreement, the Company shall file with the SEC the Proxy Statement for use in connection with the solicitation of proxies from shareholders of the Company in connection with the Merger and the Company Shareholders’ Meeting. The Company and Parent, as the case may be, shall furnish all information 60 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 its reasonable best efforts to cause the Proxy Statement to be disseminated to shareholders of the Company as promptly as practicable following the filing thereof with the SEC. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall file with the SEC the definitive Proxy Statement, and shall cause the mailing of the definitive Proxy Statement to the shareholders of the Company, on or prior to the second (2nd) Business Day immediately following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act. The Company will use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. HoldingNo filing of, Parentor amendment or supplement to, Acquiror and the Company shall cooperate or correspondence with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of 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, including in such filings, amendments, supplements and correspondence all comments reasonably proposed by Parent and receiving the approval of Parent (which approval shall not be unreasonably withheld or delayed). 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 for any amendment or supplement thereto or its staff for additional information in connection therewith, and shall provide to Acquiror promptly Parent with copies of all correspondence between the Company or any representative of its advisors or representatives, on the Company one hand, and the SEC. The Company shall give Acquiror and , or its counsel the opportunity to review and comment staff or any other government officials, on the Proxy Statement and any other documents filed hand, with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements respect to the Proxy Statement and any or other documents filed with, or sent to, the SEC or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation filing with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after If the Company or its outside legal counsel intends to initiate a telephone conference or meet with the SEC and its staff related to the Proxy Statement has been cleared by Statement, this Agreement or the SECMerger, the Company shall mail so inform the Proxy Statement Parent and solicit input on the items planned to be discussed during such telephone conference or meeting. If at any time prior to the Stockholders. Each of the CompanyCompany Shareholders’ Meeting, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and relating to the Company shall take all steps necessary to file with the SEC and have cleared or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the SEC any Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement as to correct the same and to cause so that the Proxy Statement does not include any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as so corrected to be disseminated the case may be, and an appropriate amendment or supplement to the Company StockholdersProxy Statement describing such information shall be promptly prepared and filed with the SEC and, in each case to the extent required by applicable Law, disseminated to the shareholders 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, California Law and the rules of the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article VIII, subject to the terms of Section 6.2(b), the Company shall include in the Proxy Statement the Company Board Recommendation.

Proxy Statement. a. As soon promptly as practicable and in any event no later than 30 days after the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange Actpreliminary proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting (as defined in Section 6.02) (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), it being understood and agreed that the preliminary proxy statement shall in no event be filed with the SEC later than the twentieth calendar day following the date of this Agreement. The Company will use commercially reasonable efforts shall respond as promptly as practicable to have the Proxy Statement cleared by the SEC. Holding, Parent, Acquiror and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement. Parent shall furnish all information concerning it to the Company as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly (but in any event within one business day) notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of any requests by all written correspondence between it and its representatives, on the one hand, and the SEC for and its staff, on the other hand. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto thereto) or for additional information and responding to any comments of the SEC with respect thereto, the Company (i) shall provide to Acquiror promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Acquiror and its counsel the Parent a reasonable opportunity to review and comment on the Proxy Statement such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and any other documents filed with (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably withheld or mailed delayed, except as to each of clauses “(i)” through “(iii)” subject to the right of the Company Stockholders prior to their being filed with, or sent to, make a Change in the Company Recommendation in accordance with Section 6.04(c) of this Agreement (and with respect to every disclosure relating thereto). After all of the comments received from the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, have been cleared by the SEC or mailed to staff (or, if applicable, after the Company Stockholders expiration of the applicable period for comment) and all responses information required to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holding, Parent and Acquiror agrees to use its commercially reasonable 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 be contained in the Proxy Statement has been cleared included therein by the SECCompany, the Company shall mail file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Company Board and shall furnish the information required to be provided to the stockholders of the Company pursuant to the DGCL and any other applicable Law. If at any time prior to the Company Stockholders. Each of ’ Meeting, any information relating to the Company, HoldingParent or any of their respective affiliates, Parent and Acquiror promptly shall correct any information provided officers or directors, is discovered by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any or Parent which should be set forth in an amendment or supplement to the Proxy Statement as to correct the same and to cause so that the Proxy Statement as so corrected shall not contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to make the Company Stockholdersstatements therein, in each case light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company. b. Subject to Sections 6.04(c) and 6.04(d), the Proxy Statement shall include the recommendation of the Company Board to the stockholders of the Company in favor of approval and adoption of this Agreement (the “Company Recommendation”). Except as provided in Section 6.04(c) or in Section 6.04(d), the Company covenants that none of the Company Board or any committee thereof shall withdraw, amend, change or modify in a manner adverse to Parent or Merger Sub, the Company Recommendation or propose publicly to withdraw, amend, modify or change in a manner adverse to Parent or Merger Sub the Company Recommendation (a “Change in the Company Recommendation”). c. Parent represents that the information supplied by Parent for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (iii) the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. d. The Company represents that the information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is filed with the SEC, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, and (iii) the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement including the Proxy Statement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (a) As soon promptly as practicable and in any event no later than 30 days after execution following the date of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC under the Exchange ActSEC. The Company will shall use commercially its reasonable best efforts to have (i) respond to any comments on the Proxy Statement cleared by or requests for additional information from the SEC. Holding, Parent, Acquiror SEC with respect thereto as soon as practicable after receipt of any such comments or requests and (ii) cause the Proxy Statement to be mailed to the stockholders of the Company shall cooperate with each other in as promptly as practicable following the preparation date of the Proxy Statement, and the this Agreement. The Company shall promptly (A) notify Acquiror of Parent upon the receipt of any such comments of the SEC or requests and (B) provide Parent with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Acquiror promptly copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement. Prior to responding to any such comments or any representative requests or the filing or mailing of the Company and Proxy Statement, (x) the SEC. The Company shall give Acquiror and its counsel the provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and any other documents filed related correspondence and filings, (y) the Company shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent and (z) to the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC or mailed to the Company Stockholders prior to their being filed with, or sent to, the SEC or mailed to its Stockholders and shall give Acquiror and its counsel the opportunity to review staff (including all meetings and comment on all amendments and supplements telephone conferences) relating to the Proxy Statement, this Agreement or any of the transactions contemplated hereby. Subject to Section 5.2(d), the Proxy Statement shall include the Company Recommendation and a copy of the written opinions of the Company Financial Advisors referred to in Section 3.23. (b) If at any other documents filed withtime prior to the Effective Time any event shall occur, or sent to, the SEC fact or mailed to the Company Stockholders and all responses to requests for additional information and replies to comments prior to their being filed with, shall be discovered by Parent or sent to, the SEC or mailed to its Stockholders. Each of the Company, Holdingthat should be set forth in an amendment of or a supplement to the Proxy Statement, Parent and Acquiror agrees to use its commercially reasonable efforts, after consultation with the party which discovers such information shall promptly notify the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the Stockholders. Each of the Company, Holding, Parent and Acquiror promptly shall correct any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to shall, in accordance with the procedures set forth in Section 5.9(a), prepare and file with the SEC and have cleared by the SEC any such amendment or supplement to the Proxy Statement as to correct the same soon thereafter as is reasonably practicable and to cause the Proxy Statement as so corrected to be disseminated to the Company Stockholders, in each case to the extent required by applicable Law, cause such amendment or supplement to be distributed to the stockholders of the Company.