Common use of Proxy Statement Clause in Contracts

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

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

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

Proxy Statement. (a) Mergerco and If required by the Exchange Act, the Company shall cooperate and prepare, andshall, as soon as practicable after following the date expiration of this Agreementthe Offer, the Company shall prepare and file with the SECSEC the Proxy Statement in preliminary form, a proxy statement and each of the Company, Parent and Sub shall use commercially reasonable efforts to 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 or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to receipt of the Effective Time adoption of this Agreement by the required vote of the holders of the outstanding Shares (the “Company Stockholder Approval”) there shall occur any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company shall use commercially reasonable efforts to promptly prepare and Mergerco thereof and take appropriate action in respect thereof. (c) No mail to its stockholders such an amendment or supplement to the Proxy Statement shall be made extent required by Mergerco or the Company without prior approval of the other partyapplicable Law. The Company shall promptly advise Mergerco of not mail any request by the SEC for Proxy Statement, or any amendment of or supplement thereto, to which Parent reasonably objects. The Company shall use commercially reasonable efforts to cause the Proxy Statement or comments thereon to be mailed to the Company’s stockholders as promptly as practicable after filing with the SEC. Subject to the terms and responses thereto or requests by conditions of this Agreement, the SEC for additional informationProxy Statement shall contain the recommendation of the Company Board of Directors in favor of the Merger.

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

Proxy Statement. (a) Mergerco and the Company Seller shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, prepare a proxy statement to be filed with respect to the Special Meeting SEC in connection with this Agreement (the "Proxy Statement"). Each of Buyer and Seller agrees to cooperate, respond and to comments of the staff of the SECcause its Subsidiaries to cooperate, clear the Proxy Statement with the staff other, its counsel and its accountants, in preparation of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each Each of Buyer and Seller agrees, as to itself and its Subsidiaries, that none of the Company and Mergerco information supplied or to be supplied by it for use inclusion or incorporation by reference in the Proxy Statement shall notand any amendment or supplement thereto will, as at the date of (i) mailing to shareholders of Seller and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementShareholders Meeting, contain any untrue statement statement, which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingfalse or misleading or necessary to correct any statement in the Proxy Statement or any amendment or supplement thereto. If at any time Each of Buyer and Seller further agrees that if it shall become aware prior to the Effective Time Closing Date of any event information furnished by it that would cause any of the statements in the Proxy Statement to be false or circumstance relating misleading with respect to any party heretomaterial fact, or its respective officers to omit to state any material fact necessary to make the statements therein not false or directorsmisleading, should be discovered by such to promptly inform the other party that should be set forth in an amendment thereof and Seller shall take the necessary steps to amend or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement Buyer shall have the right to review in advance and to approve all the Proxy Statement shall be made by Mergerco or the Company without prior approval information relating to Buyer and any of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of its Subsidiaries proposed to appear in the Proxy Statement or comments thereon and responses any amendment or supplement thereto or requests by submitted to the SEC for additional informationin connection with the transactions contemplated by this Agreement. In exercising the foregoing right, Buyer shall act reasonably and as promptly as practicable.

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

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

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

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

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

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after following the date execution of this Agreement, the Company Borrower shall prepare and file with the SEC, SEC a proxy statement with respect to be sent to the Special shareholders of Borrower in connection with the Shareholders’ Meeting (such proxy statement together with, as the "context dictates, any ancillary documents to be sent to such shareholders, each as amended or supplemented, being referred to herein as the “Proxy Statement"”), respond and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act. Lender and Borrower shall cooperate with each other in the preparation of the Proxy Statement, and Borrower shall promptly notify Lender of the receipt of any comments of the staff of the SEC, clear the Proxy Statement SEC with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable respect to the Proxy Statement and of any requests by the solicitation of proxies SEC for the Special Meeting (including any requirement to amend amendment or supplement thereto or for additional information and shall provide to Lender promptly copies of all correspondence between Borrower or any representative of Borrower and the SEC with respect thereto. Borrower shall give Lender and its counsel a reasonable opportunity to review and comment on the Proxy Statement) , including all amendments and each party supplements thereto, prior to such documents being filed with the SEC or disseminated to holders of shares of Borrower Common Shares and shall furnish give Borrower and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Borrower and Lender agree to use its reasonable best efforts, after consultation with the other Parties hereto, to respond promptly to all such information relating to it comments of and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested requests by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, SEC and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Borrower Common Shares entitled to vote at the Shareholders’ Meeting at the earliest reasonably practicable time. If at any time prior to the Shareholders’ Meeting any event shall notoccur, as of (i) the time of or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Proxy Statement (or so that such document would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior , the Party that discovers such information shall promptly notify the other Parties hereto and Borrower shall prepare and file with the SEC such amendment or supplement as promptly as practicable and, to the Effective Time any event or circumstance relating to any party heretoextent required by Law, or its respective officers or directors, should be discovered by cause such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to be disseminated to the shareholders of Borrower. The Proxy Statement shall be made by Mergerco or state that the Company without prior approval Borrower’s Board of Directors has, through the specified vote, approved the adoption of the other party. The Company shall promptly advise Mergerco First Amendment to the Articles of any request by Incorporation and include the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationBorrower Recommendation.

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

Proxy Statement. (a) Mergerco and the The Company shall cooperate prepare and prepare, andfile with the SEC, as soon as practicable after the date of this Agreementhereof, and in no event later than twenty (20) days after the Company shall file with the SECdate hereof, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond ) to comments be sent to stockholders of the staff of Company in connection with the SECCompany Stockholders' Meeting, clear and shall use its reasonable commercial efforts to have the Proxy Statement with the staff of the SEC and cleared as promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested practicable by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingSEC. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, such party shall promptly inform the Company shall prepare and Mergerco thereof and take appropriate action in respect thereof. (c) No file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable. Parent, 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 Parent of the receipt of any comments of the SEC with respect to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco and of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. Each of the Company, Parent and Newco agrees to use its reasonable commercial efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to be mailed to the holders of Company Common Stock entitled to vote at the Company Stockholders' Meeting at the earliest practicable time.

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

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

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

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

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC, a proxy statement ") the preliminary Proxy Statement with respect to the Special Meeting (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 and that such filing shall be subject to Parent's prior approval of the preliminary Proxy Statement"), respond to which approval shall not be unreasonably withheld or delayed. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the staff of the SEC, clear the Proxy Statement SEC with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable respect to the Proxy Statement and of any requests by the solicitation of proxies SEC for the Special Meeting (including any requirement to amend amendment or supplement thereto or for additional information and shall provide to 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 Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement) Statement and each party all responses to requests for additional information and replies to comments of the SEC prior to their being filed with or sent to 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 other SEC and that the filing of such information relating shall be subject to it and Parent's prior approval, which approval shall not be unreasonably withheld or delayed. Parent shall promptly provide the transactions contemplated by this Agreement and Company with such further and supplemental information as may be required to be included in the Proxy Statement or as may be reasonably requested required to respond to any comment of the SEC. After all the comments received from the SEC have been cleared by the other partySEC 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 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 of record, as of the record date established by the Board of Directors of the Company, as 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 discharge of applicable fiduciary duties of the Board of Directors of the Company, the Company shall cause the Proxy Statement to include, and continue to include until the vote is taken at the Company Stockholder Meeting, the recommendation of the Board of Directors of the Company in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, this Agreement and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretohereby, including, without limitation, the Merger. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company shall file with prepare the SECProxy Statement, a proxy statement with respect to which shall include the Special Meeting Directors’ Recommendation (the "“Proxy Statement"”), respond to comments of the staff of the SEC, clear file the Proxy Statement with the staff SEC under the Exchange Act, and use all reasonable efforts to have the Proxy Statement cleared by the SEC. Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify 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 Purchaser promptly thereafter copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Purchaser and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Purchaser and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company and Purchaser each agrees to use its reasonable best efforts, after consultation with the other parties hereto to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements stockholders of the Exchange Act and the rules and regulations of the SEC thereunder applicable Company. Prior to the Proxy Statement and the solicitation date of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by approval of this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the MergerCompany’s stockholders, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use Purchaser shall correct promptly any information provided by it to be used specifically in the Proxy Statement that shall not, as of (i) the time of the Proxy Statement (have become false or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform respect and the Company shall take all steps necessary to file with the SEC and Mergerco thereof and take appropriate action in respect thereof. (c) No cleared by the SEC any amendment or supplement to the Proxy Statement shall be made by Mergerco or so as to correct the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of same and to cause the Proxy Statement or comments thereon and responses thereto or requests as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by the SEC for additional informationapplicable law.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, As promptly as soon as reasonably practicable after the date execution of this Agreement, the Company shall Company, in consultation with Parent, will prepare and file with the SEC, a SEC preliminary proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement materials that will constitute the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation notice to stockholders required by Section 262(d)(1) of the Board in favor of the Merger, except as otherwise provided hereinDelaware Law that appraisal rights will be available. The Company shall use all reasonable effortsagrees, and Mergerco will cooperate with as to information supplied by the Company, its officers, directors, stockholders and Subsidiaries contained in the Proxy Statement, and Parent agrees, as to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated information supplied by this Agreement Parent and will pay all expenses incident thereto. (b) The information provided by each of the Company its officers, directors, stockholders and Mergerco for use Subsidiaries contained in the Proxy Statement shall notthat such information, at the date the Proxy Statement is mailed, (as of (iamended or supplemented) at the time of the Proxy Statement (Company Stockholders Meeting and the Effective Time, will not be false or misleading with respect to any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statementmaterial fact, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they are made, not misleading. If at As promptly as reasonably practicable after any time prior to comments are received from the Effective Time SEC thereon (or upon notice from the SEC that no such comments will be made), the Company shall, in consultation with Parent, prepare and file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company will notify Parent promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Proxy Statement. Whenever any event or circumstance relating occurs which is required to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall the Company will promptly inform Parent of such occurrence and will, in consultation with Parent, file with the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No SEC or its staff, and/or mail to stockholders of the Company, such amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other partysupplement. The Company shall provide Parent (and its counsel) with a reasonable opportunity to review and comment on the preliminary Proxy Statement and any amendment or supplement thereto prior to filing such with the SEC, and will provide Parent with a copy of all such filings made with the SEC. The Company shall also promptly advise Mergerco provide Parent with copies of any request correspondence received from the SEC, and shall permit representatives of Parent to participate in any telephone call with the SEC which discusses comments made by the SEC for amendment of staff. Subject to Section 5.3(d), the Company will cause the Proxy Statement or comments thereon and responses thereto or requests by to be mailed to its stockholders as promptly as reasonably practicable after the SEC for additional informationdefinitive Proxy Statement is filed with the SEC.

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

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

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

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

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

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

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

Proxy Statement. The Company shall, as promptly as reasonably practicable following the execution of this Agreement (a) Mergerco but in any event within 30 days thereafter unless the parties shall otherwise agree), file the Proxy Statement with the SEC under the Exchange Act, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with notify Parent of the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to receipt of any comments of the staff of the SEC, clear the Proxy Statement SEC with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable respect to the Proxy Statement and of any requests by the solicitation of proxies SEC for the Special Meeting (including any requirement to amend amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Proxy Statement) and each party shall furnish to Company or any representative of the other such information relating to it Company and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinSEC with respect thereto. The Company shall use all give Parent and its counsel a reasonable efforts, opportunity to review and Mergerco will cooperate with comment on the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to holders of Shares and shall give Parent and its counsel a material fact reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or omit to state any material fact required to be stated therein or necessary in order to make sent to, the statements therein not misleadingSEC. If at any time prior to the Effective Time Company Shareholders Meeting, there shall occur any event with respect to the Company, Parent or circumstance relating any of their Subsidiaries, or with respect to any party heretoinformation provided by the Company or Parent for inclusion in the Proxy Statement, or its respective officers or directors, should which event is required by applicable Law to be discovered by such party that should be set forth described in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made promptly filed with the SEC, as required by Mergerco or the Company without prior approval applicable Law, and disseminated to holders of Shares, as applicable. Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other party. The Company shall parties hereto, to respond promptly advise Mergerco to all such comments 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 informationand to cause the Proxy Statement and all required amendments and supplements thereto to be mailed, as may be required, to the holders of Shares entitled to vote at the Company Shareholders Meeting at the earliest practicable time.

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

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

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

Proxy Statement. (a) Mergerco Offer Documents and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Schedule 14D-9. --------------------------------------------------- The definitive Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder and any other applicable laws. If at any time prior to a meeting of the SEC thereunder applicable stockholders of the Company, any event occurs which should be described in an amendment or supplement to the Proxy Statement Statement, the Company shall file and disseminate, as required, an amendment or supplement which complies in all material respects with the Exchange Act and the solicitation of proxies for rules and regulations thereunder and any other applicable laws. Prior to its filing with the Special Meeting (including any requirement to amend Commission, the amendment or supplement shall be delivered to Parent and Sub and their counsel. None of the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested supplied by the other party. The Proxy Statement shall include the recommendation of the Board Company for inclusion or incorporation by reference in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of documents pursuant to which the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Offer will be made, including the Stockholders Offer Documents, or (ii) the time Proxy Statement, will, in the case of the Special Meeting contemplated by such Offer Documents, at the respective times the Offer Documents are filed with the Commission or first published, sent or given to the Company's stockholders or, in the case of the Proxy Statement, at the date such information is supplied and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made, in light of the circumstance under which they are made, not misleading. None of the information supplied by the Company in the Schedule 14D-9, at the respective times the Schedule 14D-9 is filed with the Commission or first published, sent or given to the Company's stockholders will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made with respect to any information with respect to Parent, Sub or their officers, directors or Affiliates provided to the Company by Parent or Sub in writing for inclusion in the Schedule 14D-9. The Schedule l4D-9 shall comply in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable laws. If at any time prior to the Effective Time expiration or termination of the Offer any event or circumstance relating to any party hereto, or its respective officers or directors, occurs which should be discovered by such party that should be set forth described in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement Schedule l4D-9 or any amendment or supplement thereto, the Company shall file and disseminate, as required, an amendment or supplement which complies in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable laws. Prior to its filing with the Commission, the amendment or supplement shall be made delivered to Parent and Sub and their counsel. If, at any time prior to the Effective Time, any event with respect to the Company, or with respect to any information supplied by Mergerco or the Company without prior approval of for inclusion in the other party. The Offer Documents, shall occur which should be described in an amendment of, or a supplement to, such documents, the Company shall promptly advise Mergerco provide a description of any request by the SEC for amendment of the Proxy Statement or comments thereon such event to Parent and responses thereto or requests by the SEC for additional informationSub.

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

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

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

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

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

Proxy Statement. The Company shall prepare (a) Mergerco and the Company parties hereto shall cooperate in the preparation of) and prepare, and, file with the SEC as soon as reasonably practicable after the date of this Agreement, the Company shall file with the SEC, Agreement a proxy statement with respect to the Special Meeting meeting of the stockholders of the Company in connection with the Transactions (as amended or supplemented from time to time, the "Proxy StatementPROXY STATEMENT"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail . The Company shall cause the Proxy Statement to comply as to form in all holders material respects with the applicable provisions of record of Company Common Stockthe Exchange Act. The Company shall comply in all respects with the requirements shall, as promptly as practicable, provide copies of the Exchange Act and the rules and regulations of any written comments received from the SEC thereunder applicable with respect to the Proxy Statement to the parties hereto and the solicitation advise them of proxies for the Special Meeting (including any requirement verbal comments with respect to amend or supplement the Proxy Statement) and each party shall furnish to Statement received from the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinSEC. The Company shall use all reasonable effortsits best efforts to obtain, and Mergerco will cooperate with prior to the Companymailing date of the Proxy Statement, to have all necessary state securities law or "Blue Skyblue sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) Agreement. The information provided by each of the Company and Mergerco for use in agrees that the Proxy Statement shall not, as at the time of (i) mailing thereof and at the time of the Proxy Statement Company Stockholders' Meeting (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statementas defined below), contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior ; PROVIDED, HOWEVER, that the foregoing shall not apply to the Effective Time extent that any event such untrue statement of a material fact or circumstance relating omission to any party hereto, or its respective officers or directors, should be discovered state a material fact was made by such party the Company in reliance upon and in conformity with written information concerning the Investors hereto furnished to the Company by an Investor specifically for use in the Proxy Statement. Each Investor agrees that should be set forth the written information concerning it provided by it for inclusion in an amendment or a supplement to the Proxy Statement, such party shall promptly inform at the time of mailing thereof and at the time of the Company and Mergerco thereof and take appropriate action 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 respect thereof. (c) light of the circumstances under which they were made, not misleading. No amendment or supplement to the Proxy Statement shall will be made by Mergerco or the Company without prior the reasonable approval of the other partyInvestors. 2. The Company shall promptly advise Mergerco AMENDMENT OF SECTION 7.01. Subsection (b) of any request by the SEC for amendment Section 7.01 of the Proxy Statement or comments thereon Agreement is hereby amended and responses thereto or requests by the SEC for additional information.restated in its entirety to read as follows:

Proxy Statement. (a) Mergerco and the The Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, will prepare a proxy statement with respect to for the Special Company Meeting (the "Proxy Statement")) and all related documents, respond to comments of the staff of the SEC, clear the and file a preliminary draft Proxy Statement with the staff SEC no later than December 15, 2006. Each party will cooperate, and will cause its Subsidiaries to cooperate, with the other party, its counsel and its accountants, in the preparation of the SEC and promptly thereafter mail the Proxy Statement and any amendment or supplement thereto, the solicitation of proxies and preparation for the Company Meeting, and, the Company agrees to all holders of record of Company Common Stock. The Company shall comply in all respects file the Proxy Statement and any amendment or supplement thereto with the requirements of SEC within the Exchange Act time required to permit the Company Meeting to be held as promptly as reasonably practicable and the rules Closing to occur in a timely manner. Each party shall cooperate and regulations of provide the SEC thereunder applicable other party with a reasonable opportunity to review and comment on any amendment to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement prior to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to filing it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoSEC. (b) The information provided by each Company shall promptly notify Acquiror of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Acquiror copies of all correspondence between the Company or any of its representatives and the SEC with respect to the Proxy Statement. The Company and Mergerco Acquiror shall each use its best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (c) Each of Acquiror and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for use inclusion or incorporation by reference in the Proxy Statement shall notand any amendment or supplement thereto will, as at the date of (i) mailing to shareholders and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in order the light of the circumstances under which such statement was made, not misleading. Acquiror and the Company each further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading. If at any time prior , to promptly inform the Effective Time any event or circumstance relating other party thereof and to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement take appropriate steps to correct the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, As promptly as soon as reasonably practicable after the date of this Agreement, the Company shall prepare and file with the SEC, SEC a proxy statement preliminary Proxy Statement and Other Filings with respect to the Special Meeting (SEC under the "Proxy Statement"), respond to comments Exchange Act and each of the staff of the SECCompany and Acquiror shall, clear the Proxy Statement or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the staff of SEC all Other Filings that are required to be filed by such party in connection with the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stocktransactions contemplated hereby. The Company shall comply use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC. The parties hereto shall cooperate with each other in all respects with the requirements preparation of the Exchange Act Proxy Statement, and the rules and regulations Company shall promptly notify Acquiror of the receipt of any comments of the SEC thereunder applicable with respect to the Proxy Statement and of any requests by the solicitation of proxies SEC for the Special Meeting (including any requirement to amend amendment or supplement thereto or for additional information and shall provide to Acquiror copies of all correspondence between the Proxy Statement) and each party shall furnish to Company or any representative of the other such information relating to it Company and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinSEC. The Company shall give Acquiror and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Acquiror and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company and Acquiror shall use all its commercially reasonable efforts, and Mergerco will cooperate after consultation with the Companyother parties hereto, to have respond promptly to all necessary state securities law or "Blue Sky" permits or approvals such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to carry out be mailed to the transactions contemplated by this Agreement and will pay all expenses incident theretoholders of Company Common Stock entitled to vote at the Company Stockholder Meeting as soon as reasonably practicable. (b) The information provided As promptly as reasonably practicable after the execution of this Agreement, Acquiror shall prepare materials to accompany the Partnership Form of Election, which will be used by each of Acquiror to offer the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed Partnership Merger Consideration to the Stockholders or holders of Partnership LP Units in exchange for their Partnership LP Units (ii) the time “Partner Solicitation Materials”). The Partner Solicitation Materials shall be prepared by Acquiror in compliance with applicable Law. All Partner Solicitation Materials, and all materials provided to holders of Partnership LP Units in connection with the Special Meeting contemplated by such Proxy StatementPartnership Merger, contain any untrue statement of a material fact or omit to state any material fact required to shall be stated therein or necessary in order to make the statements therein not misleading. If at any time prior subject to the Effective Time any event or circumstance relating to any party heretoprior review, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company comment and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco If required by applicable law, within 15 business days following the execution of this Agreement, with all reasonable and necessary assistance from Parent and Purchaser, the Company shall file the Proxy Statement with the SEC under the Exchange Act, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. The Proxy Statement shall comply with all provisions of the Exchange Act, including, without limitation, Rule 14a-9 thereunder. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with notify Parent of the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to receipt of any comments of the staff of the SEC, clear the Proxy Statement SEC with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable respect to the Proxy Statement and of any requests by the solicitation of proxies SEC for the Special Meeting (including any requirement to amend amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Proxy Statement) and each party shall furnish to Company or any representative of the other such information relating to it Company and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinSEC. The Company shall use all reasonable effortsgive Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC, and Mergerco will cooperate with shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Purchaser agrees to have use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all necessary state securities law or "Blue Sky" permits or approvals such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to carry out be mailed to the transactions contemplated by this Agreement and will pay all expenses incident theretoholders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time. (b) The information provided by each If any event shall occur as a result of which it is necessary, in the Company and Mergerco for use in opinion of legal counsel to Parent or the Company, to amend the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein Proxy Statement not misleading. If misleading in light of the circumstances existing at any the time prior it is delivered to the Effective Time any event or circumstance relating to any party heretoa holder of Common Stock, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.forthwith 16

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

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

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

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

Proxy Statement. (a) Mergerco and the The Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, will prepare a proxy statement with respect to for the Special Company Meeting (the "“Proxy Statement")”) and all related documents, respond to comments of the staff of the SEC, clear the and file a preliminary draft Proxy Statement with the staff SEC no later than December 15, 2006. Each party will cooperate, and will cause its Subsidiaries to cooperate, with the other party, its counsel and its accountants, in the preparation of the SEC and promptly thereafter mail the Proxy Statement and any amendment or supplement thereto, the solicitation of proxies and preparation for the Company Meeting, and, the Company agrees to all holders of record of Company Common Stock. The Company shall comply in all respects file the Proxy Statement and any amendment or supplement thereto with the requirements of SEC within the Exchange Act time required to permit the Company Meeting to be held as promptly as reasonably practicable and the rules Closing to occur in a timely manner. Each party shall cooperate and regulations of provide the SEC thereunder applicable other party with a reasonable opportunity to review and comment on any amendment to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement prior to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to filing it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoSEC. (b) The information provided by each Company shall promptly notify Acquiror of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Acquiror copies of all correspondence between the Company or any of its representatives and the SEC with respect to the Proxy Statement. The Company and Mergerco Acquiror shall each use its best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (c) Each of Acquiror and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for use inclusion or incorporation by reference in the Proxy Statement shall notand any amendment or supplement thereto will, as at the date of (i) mailing to shareholders and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in order the light of the circumstances under which such statement was made, not misleading. Acquiror and the Company each further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading. If at any time prior , to promptly inform the Effective Time any event or circumstance relating other party thereof and to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement take appropriate steps to correct the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco Acquirer and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, and the Company shall file with the SECSEC as soon as practicable, a proxy statement with respect to the Special Meeting of the stockholders of the Company in connection with the Merger (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects respect with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and its Affiliates and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of the Merger, except as unless otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco Holdings and Acquirer will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco Acquirer or the Company without prior approval of notice to the other party. The Company shall promptly advise Mergerco Acquirer 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. (c) The Company covenants that the Proxy Statement to be mailed to the stockholders of the Company in connection with the special meeting of the stockholders of the Company (the "Special Meeting") and the Schedule 13E-3 and any amendment thereof or supplement thereto, when, in the case of the Proxy Statement, mailed and at the time of the Special Meeting, and in the case of the Schedule 13E-3, when filed, shall not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not false or misleading, and shall comply with all requirements of the Securities Act and the Exchange Act.

Proxy Statement. (a) Mergerco As promptly as practicable following the execution of this Agreement, and in any event within two (2) weeks of the date hereof, the Company shall file the 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”) with the SEC under the Exchange Act, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Parent, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and preparethe Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, andincluding all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to holders of shares of Company Common Stock and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Company Common Stock entitled to vote at the Stockholders’ Meeting at the earliest reasonably practicable time. (b) Subject to Section 6.04, the Proxy Statement shall: (i) state that the Company Board has, through a unanimous vote, (A) determined that the Merger is fair to and in the best interests of the Company and its stockholders and (B) approved this Agreement and declared its advisability; (ii) include the Company Recommendation; and (iii) include the written opinion of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, that, as soon as practicable after of the date of this Agreement, the Company shall file with the SECMerger Consideration is fair, from a proxy statement with respect financial point of view, to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each stockholders of the Company (other than Parent and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofaffiliates). (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

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

Proxy Statement. (a) Mergerco As promptly as practicable after the Tender Offer Closing, and if then required by the Exchange Act, the Company shall cooperate prepare and prepare, andfile with the SEC, as soon promptly as practicable after the date of this Agreementthe Tender Offer Closing (but in any event no later than 5 days following such date), a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement and any schedules and exhibits thereto, the “Proxy Statement”). The Company shall file will provide Parent a reasonable opportunity to review and consult with the Company regarding the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC, a proxy statement with respect and the Company shall use its reasonable best efforts to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear have the Proxy Statement cleared by the SEC. (b) The Company shall cause the Proxy Statement, and the letter to stockholders, the notice of meeting and the form of proxy provided to stockholders of the Company therewith, in connection with the staff of Merger, at the SEC and promptly thereafter mail time that the Proxy Statement is first mailed to all holders the stockholders of record the Company and at the time of Company Common Stock. The Company shall comply the Stockholders Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and to comply, in all respects material respects, as to form with the requirements provisions of the Exchange Act and the rules and regulations of the SEC thereunder applicable promulgated thereunder; provided, however, that the obligations of the Company contained in this Section 7.4(b) shall not apply to any information supplied by Parent or Merger Sub or any of their respective representatives to the Company for purposes of inclusion in or incorporation by reference in the Proxy Statement. (c) Parent shall cause any information supplied by it or Merger Sub or any of their respective representatives for inclusion or incorporation by reference in the Proxy Statement, at the time that the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) stockholders of the Company and at the time of the Special Meeting contemplated by such Proxy StatementStockholders Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (cd) No amendment or supplement Notwithstanding anything contained herein to the Proxy Statement shall be made by Mergerco or the Company without prior approval contrary, if upon consummation of the other party. The Company shall promptly advise Mergerco of any request by Amended Offer, Parent is permitted to effect the SEC for amendment Merger in accordance with Section 253 of the Proxy Statement or comments thereon DGCL, Parent will cause the Merger to be effected pursuant to and responses thereto or requests by in accordance with Section 253 of the SEC for additional informationDGCL as promptly as practicable after consummation of the Amended Offer and in any event within two Business Days after the Tender Offer Closing.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company shall (i) prepare and mail to its shareholders and (ii) if required by applicable law file with the SEC, appropriate Regulatory Authorities a proxy or information statement with respect (the “Proxy Statement”) relating to the Special Meeting (Company Shareholders’ Meeting. Sterling shall furnish all information concerning Sterling and its Subsidiaries as the "Company may reasonably request in connection with and the preparation of the Proxy Statement"), respond . The Company shall give Sterling and its counsel the opportunity to comments of the staff of the SEC, clear review the Proxy Statement with the staff of the SEC and promptly thereafter mail each document to be incorporated by reference therein prior to mailing the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoits shareholders. (b) The information provided by each Unless otherwise required pursuant to the applicable fiduciary duties of the Company and Mergerco Board (as determined in good faith by the Company Board based upon the advice of its outside counsel), no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Sterling, which approval shall not be unreasonably withheld. (c) The information supplied by the Company for use inclusion in the Proxy Statement shall not, as of at (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or stockholders of the Company and (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (cd) No amendment The information supplied or supplement to be supplied by Sterling for inclusion in the Proxy Statement shall will not, at the time it is supplied to the Company, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not misleading. (e) The Company agrees to disclose in the Proxy Statement the total amount of all bonuses and payments and any individual bonus and/or payment in excess of $100,000 made or intended to be made by Mergerco to employees of the Bank or the Company without prior approval of in connection with the other party. The Company shall promptly advise Mergerco of any request transactions contemplated by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationthis Agreement.

Proxy Statement. (a) Mergerco As promptly as practicable after the date hereof (and in any event within fifteen (15) Business Days after the date hereof), the Company shall cooperate prepare and preparefile a proxy statement with the SEC in connection with the Stockholders Meeting in preliminary form (as such proxy statement is amended and supplemented by any amendments or supplements thereto filed with the SEC, andincluding the filing of such proxy statement in definitive form, together with any other transaction statement filed with the SEC in connection with the Stockholders Meeting, as soon any such transaction statement is amended and supplemented by any amendments or supplements thereto filed with the SEC, the “Proxy Statement”). 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 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 this Agreementsuch determination, the Parties shall, and shall cause their Affiliates to, prepare and file, in each case to the extent either the Company shall file or the Parent reasonably deems it advisable after consultation with the SECother Party to make supplemental or amended disclosure or supplemental or amended disclosure is required by applicable Law, a proxy statement with respect to or the Special Meeting SEC staff has so requested the making of supplemental or amended disclosure (and has not promptly withdrawn the "Proxy Statement"request), respond such Proxy Statement and the Parties shall cooperate, and shall cause their Affiliates to comments of cooperate, in modifying any previously filed Proxy Statement to satisfy the staff requirements of the SEC, clear including by promptly providing or causing to be provided to each other all information with respect to itself, its Affiliates and its Representatives as may be reasonably requested by any of the other Parties for inclusion in a Proxy Statement. Subject to Section 5.4, the Proxy Statement with filed by the staff of Company shall include the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common StockBoard Recommendation. The Company shall comply in Parent agrees to promptly provide or cause to be provided all respects information with respect to itself, its Subsidiaries and Affiliates (including Merger Sub, the requirements of the Exchange Act Investors and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy StatementGuarantors) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information its Representatives as may be reasonably requested by the other party. The Company and which the Company determines in good faith is reasonably required for inclusion in any Proxy Statement shall include filed by the recommendation of the Board in favor of the Merger, except as otherwise provided hereinCompany. The Company shall use agrees to promptly provide or cause to be provided all reasonable effortsinformation with respect to itself, its Subsidiaries and Mergerco will cooperate with Affiliates and its Representatives as may be reasonably requested by the Company, to have all necessary state securities law Parent and which the Parent determines in good faith is reasonably required for inclusion in any Proxy Statement filed by the Parent or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoany of its Affiliates. (b) The information provided by each Each Party shall promptly notify the other Party of the Company receipt of all comments from the SEC with respect to any Proxy Statement and Mergerco of any request by the SEC for use in any amendment or supplement thereto or for additional information and shall promptly provide to the other Party copies of all written correspondence between such Party or any of its Representatives and the SEC with respect to any Proxy Statement. Each Party shall promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and use its reasonable best efforts to resolve all such comments as soon as reasonably practicable. The Company shall not, as of (i) the time of the cause a definitive Proxy Statement (or any amendment thereof or supplement thereto) is first to be filed with the SEC and mailed to the Stockholders promptly (and in any event within five (5) Business Days) after the date the SEC staff advises that it has no further comments on the preliminary Proxy Statement filed by the Company or (ii) that the Company may commence mailing the Proxy Statement. If at any time prior to the Stockholders Meeting, any information relating to the Company or the Parent or any of their respective Affiliates or Representatives should be discovered by the Special Meeting contemplated by Company or the Parent that should be set forth in an amendment or supplement to any Proxy Statement so that such Proxy Statement, Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior , the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be filed promptly with the SEC, and to the Effective Time any event or circumstance relating to any party heretoextent required by applicable Law, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement disseminated to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofStockholders. (c) No Subject to applicable Law, prior to filing or mailing any Proxy Statement, including any amendment or supplement thereto, or responding to any comments from the SEC with respect to any Proxy Statement, the Party that files or that has an Affiliate that files a Proxy Statement shall be made by Mergerco or the Company without prior approval of provide the other party. The Company shall promptly advise Mergerco Party with a reasonable opportunity to review and comment on such document or response. (d) All expenses incurred in connection with the filing (including any applicable SEC filing fees), printing and mailing of any request Proxy Statement, including the filing, printing and mailing of any amendments or supplements thereto, as applicable, shall be borne by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany.

Proxy Statement. (a) Mergerco If required under applicable law, the Company shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use all reasonable efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Proxy Statement; without limiting the generality of the foregoing, each of Parent and prepare, and, as soon as practicable after the date of this Agreement, Merger Subsidiary will furnish to the Company shall file with the SEC, a proxy statement with respect information relating to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall notify Parent of the receipt of any comments of the SEC thereunder applicable with respect to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for any amendment or supplement thereto or for additional informationinformation and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company.

Proxy Statement. (a) Mergerco and In connection with the Company shall cooperate and prepareSpecial Stockholders’ Meeting, and, the Target will as soon promptly as practicable after the date of this Agreement, the Company shall hereof prepare and file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff SEC under the Exchange Act, and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. Merger Sub and the Target shall cooperate with each other in the preparation of the Proxy Statement, and the Target shall notify Merger Sub promptly of the receipt of any comments of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable respect to the Proxy Statement and of any requests by the solicitation of proxies SEC for the Special Meeting (including any requirement to amend amendment or supplement thereto or for additional information and shall provide to Merger Sub promptly copies of all correspondence between the Target or any representative of the Target and the SEC. The Target shall give Merger Sub and its counsel the opportunity to review the Proxy Statement) Statement prior to its being filed with the SEC and each party shall furnish give Merger Sub and its counsel the opportunity to review all amendments and supplements to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the recommendation SEC. Each of the Board in favor of the Merger, except as otherwise provided herein. The Company shall Target and Merger Sub agrees to use all reasonable efforts, and Mergerco will cooperate after consultation with the Companyother parties hereto, to have respond promptly to all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement such comments of and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Target Common Stock entitled to vote at the Special Stockholders’ Meeting at the earliest practicable time. Subject to the provisions of this Agreement and the fiduciary duty of the Board of Directors of Target, Target shall take all other action necessary or, in the reasonable opinion of Merger Sub, advisable to provide a reasonable opportunity for additional informationany vote of stockholders required by the MBCA to effect the Merger and will otherwise comply with all legal requirements applicable to such Special Stockholders’ Meeting.

Proxy Statement. (a) Mergerco and As promptly as practicable following the execution of this Agreement, the Company shall cooperate prepare and prepare, andfile with the SEC a proxy statement to be distributed to the Shareholders in connection with the Shareholders’ Meetings (such proxy statement, as it may be amended or supplemented, together will all documents contained or incorporated by reference therein, being referred to herein as the “Proxy Statement”). The Company shall use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or request for additional information from the SEC as soon as practicable after receipt of any such comments or requests, and (ii) cause the definitive Proxy Statement to be mailed to the Shareholders as promptly as practicable after the date of this Agreement, . (b) Each of the Fortis Parties and the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear promptly correct any information provided by it for use in the Proxy Statement with if and to the staff of extent that such information shall have become false or misleading in any material respect, and the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in take all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement steps necessary to amend or supplement the Proxy Statement) Statement and each party shall furnish to cause the Proxy Statement as so amended or supplemented to be filed with the SEC and to be disseminated to the other such information relating Shareholders, in each case as and to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested extent required by the other party. Exchange Act and applicable Law. (c) The Fortis Parties and their counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement shall include and any amendments and supplements thereto, in each case prior to their filing with the recommendation of SEC or, if applicable, the Board in favor of dissemination thereof to the Merger, except as otherwise provided hereinShareholders. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, agrees to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed provide to the Stockholders Fortis Parties and their counsel a written copy of any comments or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, other communications it or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement counsel may receive from time to time from the SEC with respect to the Proxy Statement, promptly after receiving such party shall promptly inform comments. Neither the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No Proxy Statement, nor any amendment or supplement to the Proxy Statement thereto, shall be made filed with the SEC by Mergerco or the Company without the Fortis Parties’ prior approval of the other party. The Company consent, which consent shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement not be unreasonably withheld, delayed or comments thereon and responses thereto or requests by the SEC for additional informationconditioned.

Proxy Statement. (a) Mergerco Sub, Parent and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, and the Company shall file with the SECSEC as soon as practicable, a proxy statement with respect to the Special Meeting of the shareholders of the Company in connection with the Merger (the "Proxy StatementPROXY STATEMENT"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock and Class A Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and make such other filings with the SEC in connection with the transactions contemplated hereby, and each party shall furnish to the other such information relating to it and its Affiliates and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of the Merger, except Merger (subject to the right of the Board of Directors to withdraw or modify its recommendation with respect to the Merger as otherwise provided hereinin Section 6.4(a)). The Company shall use all reasonable efforts, and Mergerco Sub and Parent will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco Sub, Parent, or the Company without prior the approval of the all other partyparties. The Company shall promptly advise Mergerco Sub and Parent of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

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

Proxy Statement. (a) Mergerco and The information to be supplied by the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a for inclusion in Key’s proxy statement with respect (such proxy statement as amended or supplemented is referred to herein as the Special Meeting (the "“Proxy Statement"), respond to comments of ”) shall not at the staff of the SEC, clear time the Proxy Statement is filed with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) at the time of it becomes effective under the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by the Company for inclusion in the proxy statement to be sent in connection with the Key Stockholders’ Meeting (as defined in Section 5.1(a)) shall not, on the date the Proxy Statement is first mailed to Key’s stockholders, and at the time of the Key Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement provided by the Company in any earlier communication with respect to the solicitation of proxies for the Key Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time Time, any event or circumstance relating to the Company or any party heretoof its affiliates, or its respective officers or directors, directors should be discovered by such party that the Company which should be set forth in an amendment or a supplement to the Proxy Statement, such party the Company shall promptly inform Key; provided, however, that if Key fails to timely file such supplement or fails to adequately disclose such additional information, that the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment shall have no liability whatsoever to Key, Parent, any Merger Sub or supplement to any of Parent’s, Key’s or any Merger Sub’s shareholders, members, directors or officers. Notwithstanding the Proxy Statement shall be made by Mergerco or foregoing, the Company without prior approval makes no representation or warranty with respect to any information supplied by Key, Parent, any Merger Sub or any Person other than the Company which is contained in any of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationforegoing documents.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as reasonably practicable after the date of this Agreement, the Company shall will prepare and file with the SEC, a proxy statement with respect relating to the Special Company Stockholders' Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the other such information "Schedule 13E-3") relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each use its reasonable efforts to respond to any comments of the SEC and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable; provided, however, that prior to the filing of the Proxy Statement and the Schedule 13E-3, the Company will consult with the Barnes & Noble Parties and Mergerco for use their counsel with respect to su▇▇ ▇▇▇ing▇ ▇▇▇ shall afford the Barnes & Noble Parties reasonable opportunity to review and ▇▇▇▇▇nt thereon. The Barnes & Noble Parties will provide the Company with any in▇▇▇▇▇▇ion ▇▇▇ inclusion in the Proxy Statement shall not, as and the Schedule 13E-3 which may be required under applicable law and which is reasonably requested by the Company. The Company will promptly notify the Barnes & Noble Parties of (i) the time receipt of any comments from ▇▇▇ ▇▇C and of any request by the SEC for amendments or supplements to the Proxy Statement (or the Schedule 13E-3 or for additional information, and will supply the Barnes & Noble Parties with copies of all correspondence be▇▇▇▇▇ the ▇▇▇▇any amendment thereof and any of its representatives, on the one hand, and the SEC or supplement thereto) is first mailed members of its staff, on the other hand, with respect to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact the Schedule 13E-3 or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingtransactions contemplated hereby. If at any time prior to the Effective Time Company Stockholders' Meeting any event or circumstance relating should occur which is required by applicable law to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment of, or a supplement to the Proxy Statementto, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon the Schedule 13E-3, the Company will prepare and, if appropriate, mail to its stockholders such amendment or supplement; provided, however, that prior to such mailing, the Company will consult with the Barnes & Noble Parties and responses thereto their counsel with respect to su▇▇ ▇▇▇ndment or requests by supplement and shall afford the SEC for additional informationBarnes & Noble Parties reasonable opportunity to review and ▇▇▇▇▇nt thereon. (b) Except under the circumstances described in Section 4.3, the Company through the Company's Board of Directors (acting upon the recommendation of the Special Committee) shall recommend to its Public Stockholders the adoption of this Agreement and the transactions contemplated hereby and such recommendation shall be included in the Proxy Statement and the Schedule 13E-3.

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

Proxy Statement. (a) Mergerco and None of the information supplied by --------------- the Company shall cooperate and prepare, andor Parent for inclusion in (i) the registration statement on Form S- 4 to be filed with the SEC by Parent in connection with the issuance of the Common Stock of Parent following the Mergers (such Form S-4, as soon amended or supplemented, is herein referred to as practicable after the date of this Agreement"Form S-4") will, at the Company shall file time the -------- Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or 27 necessary to make the statements therein not misleading, (ii) the proxy statement with respect to be sent to the Special shareholders of the Company in connection with the Shareholders Meeting (as defined in Section 8.1) (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement")) --------------- will, respond to comments of at the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to date it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders Company's shareholders or (ii) at the time of the Special Meeting contemplated by such Proxy StatementShareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading. If at any time prior misleading or (iii) the Statement on Schedule 13E-3 (such statement, as amended or supplemented, is herein referred to as the Effective Time any event or circumstance relating "Schedule 13E-3") to any party hereto, or its respective officers or directors, should be discovered filed with the SEC by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to -------------- concurrently with the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment filing of the Proxy Statement will, at the time it is first filed with the SEC, and at any time it is amended or comments thereon supplemented and responses thereto at the time of the Shareholders Meeting, contain any untrue statement of a material fact or requests omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 will, as of its effective date, and the prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the SEC Company or Parent with respect to statements made or incorporated by reference therein based on information supplied in writing by Acquisition specifically for additional informationinclusion in the Proxy Statement.

Proxy Statement. (a) Mergerco Promptly after execution and the Company shall cooperate and prepare, and, as soon as practicable after the date delivery of this Agreement, the Company shall prepare and shall file with the SEC as soon as is practicable a preliminary Proxy Statement, together with a form of proxy, with respect to 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 reasonable efforts to have the Proxy Statement and form of proxy cleared by the SEC as promptly as practicable, and promptly thereafter shall mail the definitive Proxy Statement and form of proxy to stockholders of the Company. The term “Proxy Statement” shall mean such proxy or information statement and all amendments or supplements thereto, if any, similarly filed and mailed. CEP 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 CEP and its counsel with a reasonable opportunity to review the Proxy Statement prior to its filing. The Company will respond to, and provide CEP and its counsel with a reasonable opportunity to participate in the response of the Company to, any comments from the SEC and will notify CEP 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 CEP, 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 CEP and the Company shall cooperate and the Company shall provide CEP (and its counsel) with a reasonable opportunity to review and comment on the Proxy Statement and on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide CEP with a proxy statement copy of all such filings made with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC. The information provided and to be provided by CEP, clear Merger Sub, and the Company, respectively, for use in Proxy Statement shall, on the date the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) Company’s stockholders, on the time date of the Special Stockholders’ Meeting contemplated by such Proxy Statementand as of the Effective Time, not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the statements therein circumstances under which it was provided, not misleading. If at , and the Company, CEP and Merger Sub each agree to correct any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered information provided by such party that should be set forth it for use in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement which shall be made by Mergerco have become false or the Company without prior approval of the other partymisleading in any material respect. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationshall comply as to form in all material respects with all applicable requirements of federal securities laws.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as practicable after following the date of this Agreement, the Company shall prepare and file the Proxy Statement, reasonably acceptable to Parent, with the SEC, a proxy statement with respect SEC and shall use its best efforts to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear have the Proxy Statement cleared by the SEC as promptly as practicable, and, in addition, shall also take any action required to be taken under applicable law in connection with the staff consummation of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement Agreement. Parent and the Company shall promptly furnish to each other all information, and take such further and supplemental information other actions, as may reasonably be reasonably requested in connection with any action by the other party. The Proxy Statement shall include the recommendation any of the Board them in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate connection with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by provisions of this Agreement and will pay all expenses incident theretoSection 5.2. (b) The Prior to the date of approval of the Merger by Company's stockholders, each of Parent, MergerCo, Merger Sub, the Company and WRV shall correct promptly any information provided by each of the Company and Mergerco for use it to be used specifically in the Proxy Statement that shall nothave become false or misleading in any material respect, as of (i) and, the time of 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 (or any amendment thereof or supplement thereto) is first mailed as so corrected to be disseminated to the Stockholders or (ii) stockholders of Company to the time extent required by applicable law. Without limiting the generality of the Special Meeting contemplated foregoing, the Company shall notify MergerCo promptly of the receipt of the comments of the SEC and of any request by such the SEC for amendments or supplements to the Proxy Statement, contain or for additional information, and shall supply MergerCo with copies of all written correspondence and details of all oral correspondence between the Company 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. Whenever any untrue statement of a material fact or omit to state any material fact event occurs which is required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth described in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company shall, upon learning of such event, promptly prepare, file and Mergerco thereof clear with the SEC and take appropriate action in mail to the stockholders of Company such amendment or supplement; provided, however, that, prior to such mailing, (i) the Company shall consult with MergerCo with respect thereof. to such amendment or supplement, (cii) No the Company shall afford MergerCo reasonable opportunity to comment thereon and (iii) each such amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationreasonably satisfactory to MergerCo.

Proxy Statement. (a) Mergerco As promptly as reasonably practicable following the date hereof (and the Company shall cooperate and prepare, and, as soon as practicable in any event no later than forty-five (45) days after the date of this Agreementhereof), the Company shall shall, with the reasonable assistance of Purchaser, prepare and file with the SEC, a proxy statement with respect relating to the Special Meeting approval by the stockholders of the Company, on a binding, advisory basis, of this Agreement and the transactions contemplated hereby (as amended or supplemented from time to time, the "“Proxy Statement"”). For the avoidance of doubt, respond to comments of the staff of the SEC, clear the Proxy Statement may include such other proposals as the Company determines are reasonably necessary for the consummation of the Reorganization or any Related Transaction. Purchaser and the Company shall cooperate with one another in connection with the staff preparation of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and Purchaser shall furnish all information concerning Purchaser as the solicitation Company may reasonably request in connection with the preparation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party , including such information that is required by the Exchange Act to be set forth in the Proxy Statement. Purchaser shall furnish to cause the other such information relating to Purchaser supplied by it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use inclusion in the Proxy Statement shall notStatement, as of (i) at the time of the mailing of the Proxy Statement (or any amendment thereof amendments or supplement supplements thereto) is first mailed to the Stockholders or (ii) , and at the time of the Special Meeting contemplated by such Company Stockholders’ Meeting, not to contain any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Assuming Purchaser’s compliance with the foregoing, the Company shall cause the Proxy Statement, 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, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleadingmisleading and to comply as to form in all material respects with the Exchange Act and any applicable requirements under applicable Law. Purchaser and the Company shall each use commercially reasonable efforts to respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC concerning the Proxy Statement, and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. (b) Each of Purchaser and the Company shall as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC (or its staff) and all other written correspondence and oral communications with the SEC (or its staff) relating to the Proxy Statement and (ii) any request by the SEC (or its staff) for any amendment or supplement to the Proxy Statement or for additional information with respect thereto, and shall supply the other party hereto with copies of all material correspondence between the Company, Purchaser or any of their respective Representatives, on the one hand, and the SEC (or its staff), on the other hand, with respect to the Proxy Statement. All filings by Seller or the Company with the SEC (or its staff), responses to any comments from the SEC (or its staff) and all mailings to the stockholders of the Company primarily relating to the transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, shall be subject to the reasonable prior review and comment of Purchaser; provided, that Seller and the Company will no longer be required to comply with the foregoing if the Company Board has effected any Adverse Recommendation Change or shall have resolved to do so. All filings by Purchaser with the SEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company. (c) If at any time prior to the Effective Time Company Stockholders’ Meeting the Purchaser or the Company discovers any event or circumstance information relating to any party heretothe Company, Purchaser, or its any of their respective officers Affiliates, directors or directorsofficers, should be discovered by such party that which should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of so that the Proxy Statement would not include any misstatement of a material fact or comments thereon omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and responses thereto an appropriate amendment or requests by supplement describing such information shall be promptly filed with the SEC for additional informationand, to the extent required by applicable Law, disseminated to the stockholders of the Company.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date of this Agreementhereof, the Company shall prepare and file with the SEC, SEC a preliminary proxy statement with respect relating to the Special Company Shareholders Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement"), respond to comments ) in compliance with the applicable provisions of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common StockExchange Act. The Company shall comply in will use all respects with the requirements of the Exchange Act and the rules and regulations of commercially reasonable efforts to respond to any comments made by the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement respect to the Proxy Statement, such party . Parent shall promptly inform cooperate with the Company in connection with the preparation of the Proxy Statement, and Mergerco thereof shall furnish all information concerning Parent and take appropriate action Merger Sub as the Company may reasonably request in respect thereof. (c) No connection with the preparation of the Proxy Statement. The Company will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, any amendment or supplement to the Proxy Statement and any written response to any comments or inquiry from the SEC prior to filing or providing such with or to the SEC, shall be include in such document or response any comments reasonably proposed by Parent and will provide Parent with a copy of all such filings made by Mergerco or with the SEC. Subject to Section 4.2(b), the Proxy Statement shall include the Company without prior approval of the other party. Recommendation. (b) The Company shall will advise Parent as promptly advise Mergerco as practicable after it receives notice of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement or any supplemental proxy, at the time of mailing thereof and at the time of the Company Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent agrees that none of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement or any supplemental proxy, at the time of mailing thereof and at the time of the Company Shareholders Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Proxy Statement. (a) Mergerco Parent shall prepare and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SEC, SEC a proxy statement with respect to the Special Meeting (the "“Proxy Statement")”) in preliminary form not later than fifteen (15) days after the end of the Due Diligence Period or at such other time as Parent and Buyer may agree, respond and shall provide Buyer a reasonable opportunity to review and comment on the Proxy Statement prior to its filing. Parent shall use its best efforts to resolve as promptly as practicable any comments of the staff SEC with respect thereto. Parent shall notify Buyer promptly of the SEC, clear the Proxy Statement with the staff receipt of any comments from the SEC or its staff and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of any request by the SEC thereunder applicable or its staff for amendments or supplements to the Proxy Statement and or for additional information. Buyer shall have the solicitation of proxies for right to approve prior to filing the Special Meeting (including Proxy Statement or any requirement to amend amendment or supplement the Proxy Statement) and each party thereto, which approval shall furnish not be unreasonably withheld or delayed. If, at any time prior to the other such Closing Date, any information relating to it and Parent, the transactions contemplated Buyer, any Seller or any Property is discovered by this Agreement and such further and supplemental information as may Buyer or Parent that should be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board set forth in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, an amendment or supplement to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or so that such document would not include any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior , the party hereto discovering such information shall promptly notify the other parties and, to the Effective Time any event or circumstance relating to any party heretoextent required by law, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be promptly filed with the SEC and, to the Proxy Statement shall be made extent required by Mergerco or law, disseminated to the Company without prior approval stockholders of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationParent.

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

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

Proxy Statement. (a) Mergerco and the The Company shall cooperate and prepare, andshall, as soon as practicable after following the date of this Agreementhereof but in any event within twenty (20) business days hereof, the Company shall prepare and file with the SECSEC the Proxy Statement in preliminary form, a proxy statement and each of the Company, Parent and Merger Sub shall use their reasonable efforts to respond as promptly as practicable to any comments of the SEC or its staff 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 or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all its reasonable efforts, and Mergerco will cooperate best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after filing with the Company, SEC. If at any time prior to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each receipt of the Company and Mergerco for use Shareholder Approval there shall occur any event that should, upon the advice of the Company’s outside legal counsel, be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior , the Company shall promptly prepare, file with the SEC and mail to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by shareholders such party that should be set forth in an amendment or a supplement supplement. Notwithstanding anything to the Proxy Statementcontrary stated above, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment prior to filing or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of mailing the Proxy Statement or any other SEC filing required in connection with the transactions contemplated hereby (or, in each case, any amendment or supplement thereto) or responding to any comments thereon of the SEC with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and responses thereto comment on such document or requests response and shall include in such document or response comments reasonably proposed by the SEC for additional informationother party.

Proxy Statement. (a) Mergerco and the The Company shall cooperate promptly prepare and prepare, and, file with the SEC as soon as practicable after the date of this Agreement, the Company shall file with the SEC, a proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company which shall comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinthereunder. The Company shall use all reasonable its best efforts, and Mergerco the Holder will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required the Proxy Statement cleared by the SEC as promptly as practicable. The Company shall, as promptly as practicable, provide copies of any written 10 comments received from the SEC with respect to carry out the transactions contemplated by this Agreement Proxy Statement to the Holder and will pay all expenses incident thereto. (b) advise the Holder of any oral comments with respect to the Proxy Statement received from the SEC. The information provided by each Holder agrees that none of the Company and Mergerco information supplied or to be supplied by it for use inclusion or incorporation by reference in the Proxy Statement shall notand each amendment or supplement thereto, as at the time of (i) mailing thereof and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementCompany Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Company Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will provide the Holder with a reasonable opportunity to review and comment on the Proxy Statement and any time amendment or supplement thereto prior to filing such with the Effective Time any event or circumstance relating to any party heretoSEC, or its respective officers or directors, should be discovered by and will provide the Holder with a copy of all such party that should be set forth in an amendment or a supplement to filings made with the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) SEC. No amendment or supplement to the information supplied by the Holder for inclusion in the Proxy Statement shall be made by Mergerco or without the Company without prior approval of the other party. The Company such Holder, which approval shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement not be unreasonably withheld or comments thereon and responses thereto or requests by the SEC for additional informationdelayed.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after following the date of this Agreement, the Company shall file will, with the SECassistance and approval of Acquiror, a prepare and mail the proxy statement with respect to be sent to the Special shareholders of the Company in connection with the Shareholders Meeting (such proxy statement, as amended or supplemented, the "Proxy Statement"), respond to comments . Acquiror and the Company will cooperate with each other in the preparation of the staff Proxy Statement. Without limiting the generality of the SECforegoing, clear (i) the Company will provide Acquiror with a reasonable opportunity to review and comment on the Proxy Statement with and (ii) Acquiror will furnish to the staff of Company the SEC and promptly thereafter mail information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company will cause the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoAct. (b) The information provided by each Company agrees that none of the information supplied or to be supplied by the Company and Mergerco for use inclusion or incorporation by reference in the Proxy Statement shall notwill, as of (i) at the time of the Proxy Statement (or any amendment thereof or supplement thereto) date it is first mailed to the Stockholders or (ii) shareholders of the Company and at the time of the Special Meeting contemplated by such Proxy StatementShareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading. Acquiror agrees that none of the information supplied or to be supplied by Acquiror 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 time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in 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, any Company Subsidiary or any Nonprofit Organization will be deemed to have been supplied by the Company and information concerning or related to Acquiror will be deemed to have been supplied by Acquiror. If at any time after the date of this Agreement and prior to the Effective Time date of the Shareholders Meeting any event or circumstance circumstances relating to the Company, any party heretoCompany Subsidiary or any Nonprofit Organization, or its their respective officers or directors, should be discovered by such party the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company will promptly inform Acquiror and, after consultation with Acquiror, file such party shall amendment or supplement with the SEC. If at any time after the date of this Agreement and prior to the date of the Shareholders Meeting any event or circumstances relating to Acquiror, its officers or directors, should be discovered by Acquiror that should be set forth in an amendment or a supplement to the Proxy Statement, Acquiror will promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofand, after consultation with Acquiror, the Company will file such amendment or supplement with the SEC. (c) No amendment or supplement The Company will use its reasonable best efforts, after consultation with Acquiror, to resolve all SEC comments with respect to the Proxy Statement shall be made by Mergerco or as promptly as practicable after receipt thereof. Each of Acquiror and the Company without prior approval of agree to correct any information provided by it for use in the other partyProxy Statement which will have become false or misleading. The Company shall promptly advise Mergerco will as soon as reasonably practicable notify Acquiror of the receipt of any comments from or other correspondence with the SEC staff with respect to the Proxy Statement and any request by the SEC for any amendment of to the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation (and promptly deliver a copy of such comments, correspondence or request to Acquiror).

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date execution of this Agreement, the Company PBiz shall prepare and file with the SEC, SEC a proxy statement with respect to the Special Meeting Proxy Statement (the "PROXY STATEMENT"). Captiva shall furnish all information concerning itself as reasonably requested by PBiz in connection with its preparation of the Proxy Statement"), respond to comments . As promptly as practicable after the filing of the staff of the SECProxy Statement, clear the Proxy Statement with the staff of the SEC and promptly thereafter PBiz shall mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to its shareholders, and, if necessary, after the Proxy Statement and the solicitation of proxies for the Special Meeting shall have been so mailed, promptly circulate amended, supplemental, or supplemented proxy materials, and, if required in connection therewith, resolicit proxies. (including any requirement to amend or supplement the Proxy Statementb) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the unanimous recommendation of the Board disinterested members of the board of directors of PBiz to the shareholders of PBiz (a) in favor of approval and adoption of the Merger and approval of the issuance of the shares of PBiz Common Stock in the Merger, and (b) in favor of the Merger, except adoption of the 2005 Equity Incentive Plan (as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretodefined in Section 5.10). (bc) The If at any time prior to the Effective Time, Captiva or PBiz discovers any information provided by each of the Company and Mergerco for use in the Proxy Statement shall notrelating to either party, as of (i) the time of the Proxy Statement (or any of their respective Affiliates, officers, managers, or directors, that should be set forth in an amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain so that the document will not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party discovers any misleading information shall promptly inform notify the Company other parties hereto and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing the information shall be promptly filed with the SEC and, to the Proxy Statement shall be made extent required by Mergerco law or regulation, disseminated to the Company without prior approval shareholders of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationPBiz.

Proxy Statement. (a) Mergerco Stockmans shall provide to Company such information with respect to Stockmans, Stockmans Bank and the their respective businesses and such assistance as may be reasonably necessary to permit Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall to file with the SEC, SEC a registration statement (the “S-4 Registration Statement”) covering the issuance of the shares of Company Common Stock required hereby (including a proxy statement with respect to be used by Stockmans and Company to solicit proxies from their respective shareholders for meetings at which Stockmans shareholders will be asked to consider and vote on the Special Meeting principal terms of this Agreement (in its definitive form, the "“Proxy Statement"”)). Stockmans agrees, respond as to comments itself and any Stockmans Subsidiary, that none of the staff information supplied or to be supplied by it or any Stockmans Subsidiary for inclusion or incorporation by reference in (i) the S-4 Registration Statement and any amendment or supplement thereto will, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the SECstatements therein not misleading, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to (ii) the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend amendment or supplement thereto will, at the Proxy Statement) date of mailing to shareholders and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed Stockmans shareholder meeting to be held in connection with the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementHolding Company Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at any time prior Stockmans and Company will cause the S-4 Registration Statement to comply as to form in all material respects with the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval applicable provisions of the other party. The Company shall promptly advise Mergerco of any request by Securities Act and the SEC for amendment of the Proxy Statement or comments thereon rules and responses thereto or requests by the SEC for additional informationregulations thereunder.

Proxy Statement. (a) Mergerco Following approval of this Agreement and the Company Going Private Transaction by the Special Committee, Venturian shall cooperate and prepare, and, as soon as practicable after the date provide each of this Agreement, the Company shall file its shareholders with the SEC, a proxy statement with respect describing such transactions and requesting the approval of each such shareholder, provided, however, that in the event a Superior Proposal, as defined in Section 6.4 hereof, is submitted, Venturian shall request the vote of each such shareholder. The written information supplied by Venturian for the purpose of inclusion in the proxy statement to be sent to the Special Meeting shareholders of Venturian in connection with the meeting of Venturian's shareholders (the "Proxy StatementVenturian Shareholders Meeting"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) on the date the proxy statement is first mailed to Venturian's shareholders or at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy StatementVenturian Shareholders Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. If at Purchaser and NorcaTec shall provide to Venturian such information with respect to themselves and their affiliates as Venturian may reasonably require in connection with the preparation of such proxy statement, and such information shall not contain any time untrue statement of a material fact, or fail to state any material fact necessary in order to make any information so provided, in light of the circumstances under which it was provided, not misleading. Venturian shall deliver to Purchaser a reasonable number of copies of such proxy statement prior to distribution to its shareholders and any and all supplements thereto. Venturian shall use its best efforts to cause the Effective Time any event or circumstance relating proxy statement to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement conform to the Proxy Statementrequirements of the Securities Act of 1934, such party as amended and the general rules and regulations of the SEC thereunder. Venturian shall use all reasonable efforts to solicit from its shareholders proxies voting in favor thereof and shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval notify Seller of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment results of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationVenturian Shareholders Meeting after such meeting.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable (and in no event later than forty-five (45) days after the date of this Agreement), the Company shall prepare and file the Proxy Statement in preliminary form with the SEC; provided, that the Company shall provide Parent and its counsel a proxy statement with respect reasonable opportunity to review the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Company’s proposed preliminary Proxy Statement with in advance of filing and consider in good faith any comments reasonably proposed by Parent and its counsel. Subject to Section 6.03, the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Company Board in favor of approval and adoption of this Agreement and the Merger. Prior to filing or mailing the Proxy Statement or any related documents (or in each case, except as otherwise provided hereinany amendment or supplement thereto), the Company shall provide Parent with an opportunity to review and comment on such document or written response and shall consider in good faith any comments on such document or response reasonably proposed by Parent. The Company shall use all its reasonable effortsbest efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable following clearance of the Proxy Statement by the SEC, and Mergerco will cooperate in any event within five (5) Business Days after such clearance. Parent and Merger Subsidiary shall furnish to the Company all information concerning Parent and Merger Subsidiary as may be reasonably required by the Company in connection with the Proxy Statement. Each of the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement Parent and will pay all expenses incident thereto. (b) The Merger Subsidiary shall promptly correct any information provided by each of the Company and Mergerco it for use in the Proxy Statement if and to the extent that such information shall nothave become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its stockholders, in each case as and to the extent required by Applicable Law. The Company shall (a) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of (i) the time any written comments, and advise Parent and its counsel of any oral comments, with respect to the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to received from the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, SEC or its respective officers or directorsstaff, should be discovered by (b) provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company comments and Mergerco thereof and take appropriate action in respect thereof. (c) No consider in good faith any comments reasonably proposed by Parent and its counsel. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to modify any information solely relating to Parent or Merger Subsidiary and any of their respective Affiliates shall be made without the prior written approval of Parent unless required by Mergerco Applicable Law (and then only after Parent has been provided an opportunity to review and comment on such amendment or supplement and the Company without prior approval of the other party. The Company shall promptly advise Mergerco of has considered in good faith any request comments on such amendment or supplement reasonably proposed by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationParent).

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

Proxy Statement. (a) Mergerco and 8.2.1 For the purposes of holding the Company shall cooperate and prepareStockholders Meeting, andno later than September 30, as soon as practicable after the date of this Agreement2015, the Company shall file prepare and cause to be filed with the SEC, and Liberty shall cooperate in the preparation of, a proxy statement with respect or statements satisfying all legal requirements (such proxy statement in the form mailed by the Company to the Special Meeting (Company stockholders, together with any and all amendments or supplements thereto, being herein referred to as the "“Proxy Statement"”), respond to comments . 8.2.2 Liberty shall provide the Company with any information concerning Liberty and the Acquisition Corporation that the Company may reasonably request in connection with the drafting and preparation of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common StockStatement. The Company shall comply in give Liberty and its counsel the opportunity to review and comment on the Proxy Statement at least ten (10) days prior to its being filed and shall give Liberty and its counsel the opportunity to review and comment on all respects with the requirements of the Exchange Act amendments and the rules and regulations of the SEC thereunder applicable supplements to the Proxy Statement prior to their being filed. Each of Liberty and the solicitation of proxies for the Special Meeting (including any requirement Company agrees to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate after consultation with the Companyother party hereto, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Company Common Stock entitled to vote at the Company Stockholders Meeting at the earliest practicable time. 8.2.3 Liberty and the Company each shall notpromptly notify the other party if at any time either of them, as of (i) the time of respectively, becomes aware that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain contains any untrue statement of a material fact or omit omits to state any a material fact about themselves required to be stated therein or necessary in order to make the statements therein contained therein, in light of the circumstances under which they were made, not misleading. If at any time prior In such event, Liberty shall cooperate with the Company in the preparation of a supplement or amendment to such Proxy Statement which corrects such misstatement or omission, and the Company shall mail such supplement or amendment to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereofCompany’s stockholders. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco Holding will prepare and file with the Company shall cooperate and prepare, and, Commission as soon as reasonably practicable after the date of this Agreement, the Company shall file with the SEC, hereof a proxy statement to be filed under the 1934 Act by Holding and to be distributed by Holding in connection with respect to the Special Holding Stockholder Meeting (the "Proxy Statement"), respond to comments . During the course of the staff preparation of the SECProxy Statement, clear the Proxy Statement with the staff BD2 Parties will be given reasonable opportunity to review and comment upon drafts of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation comments of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, Commission thereon and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident responses thereto. (b) The information provided by each of Holding covenants to the Company and Mergerco for use in BD2 Parties that the Proxy Statement shall not, as will comply in all material respects with the applicable provisions of (i) the 1934 Act and will not at the time of the mailing of the Proxy Statement (or and any amendment amendments thereof or supplement thereto) is first mailed to the Stockholders or (ii) supplements thereto and at the time of the Special Holding Stockholder Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. If at misleading or necessary to correct any time prior statement in any earlier filing with the Commission of such Proxy Statement or any amendment thereof or any supplement thereto or any earlier communication to the Effective Time any event stockholders of Holding with respect to the transactions contemplated by this Agreement; provided, however, that no representation, covenant or circumstance agreement is made by Holding with respect to information relating to any party hereto, the BD2 Parties or its respective officers which is supplied in writing by or directors, should be discovered by such party that should be set forth on behalf of the BD2 Parties for inclusion in an amendment or a supplement to the Proxy Statement. The Proxy Statement shall contain statements, such party shall promptly inform where appropriate, to the Company effect that the Board of Directors of Holding has approved the Merger and Mergerco thereof and take appropriate action recommends that the stockholders of Holding vote in respect thereoffavor of the proposals presented in the Proxy Statement. (c) No amendment or supplement to Notwithstanding the Proxy Statement foregoing, the obligations set forth in the last sentence of Section 6.8(b) and in Section 6.2 hereof shall not apply (and the Board of Directors shall be made permitted to modify or withdraw any such recommendation previously made) if the Board of Directors of Holding shall, in good faith, after being advised by Mergerco or the Company without prior approval outside counsel (who may be Holding's regular legal counsel), determine that to not withdraw such recommendation would be reasonably likely to constitute a breach of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment fiduciary responsibilities of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationBoard of Directors to Holdings' stockholders.

Proxy Statement. (a) Mergerco and On the Company shall cooperate and prepare, and, as soon as practicable after the date of this AgreementMailing Date, the Company shall file with the SEC, a proxy statement information with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC MSCMG and promptly thereafter mail the Proxy Statement to all holders of record of Company Common StockMS&Co. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use set forth in the Proxy Statement shall not, as of (ia) will comply in all material respects with the time provisions of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Exchange Act, and the Stockholders or (ii) the time General Rules and Regulations of the Special Meeting contemplated by such Proxy Statement, Commission thereunder and (b) will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements contained therein not misleading, except that no representation is hereby made as to any statements or omissions as described in this clause (b) with respect to which, prior to the Mailing Date, MSCMG shall have requested in writing any addition or modification to the Proxy Statement which shall be necessary in order to make the Proxy Statement not untrue or misleading in any material respect, unless such addition or modification shall have been made by the Company prior to the Mailing Date. At all times subsequent to the Mailing Date up to and including the Effective Time of the Merger, the information with respect to MSCMG and MS&Co. set forth in the Proxy Statement and all amendments and supplements thereto (i) will comply in all material respects with the provisions of the Exchange Act and the General Rules and Regulations of the Commission thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. If at , except that no representation is hereby made as to any time statements or omissions as described in this clause (ii) with respect to which, after the Mailing Date and prior to the Effective Time of the Merger, MSCMG shall have requested in writing any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement which shall be necessary in order to make the Proxy Statement not untrue or comments thereon and responses thereto misleading in any material respect, unless such supplement or requests amendment shall have been made by the SEC for additional informationCompany prior to the Effective Time of the Merger. 16 SECTION 5.13.

Proxy Statement. If adoption of this Agreement by the Company Stockholders is required under Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, promptly following the later of Acceptance Time or the expiration of any Subsequent Offering Period, the Company shall file a proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting or the information statement to be sent to such stockholders in lieu thereof, as appropriate (a) Mergerco such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), with the SEC under the Exchange Act, and each party hereto shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable thereafter. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement and prepare, and, as soon as practicable after in responding to any comments of the date of this Agreement, the Company shall file with the SEC, a proxy statement SEC with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of or any requests by the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend amendment or supplement the Proxy Statement) thereto or for additional information. Each of Purchaser and each party Parent and their counsel shall furnish have a reasonable opportunity to the other such information relating to it review and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of comment on (i) the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to holders of Shares and (ii) all responses to requests for additional information and replies to comments from the SEC or the staff thereof prior to their being filed with, or sent to, the SEC. At the time of the Proxy Statement (or any amendment thereof or supplement thereto) thereto is first mailed to the Company Stockholders or (ii) and at the time of the Special Meeting contemplated by such Stockholders’ Meeting, the parties hereto will cause the Proxy Statement, Statement to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made or covenant is agreed to by any party hereto with respect to information supplied by any other party hereto or any of their officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Proxy Statement. If at any time prior Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the Effective holders of Shares entitled to vote at the Stockholders’ Meeting as promptly as reasonably practicable following the later of Acceptance Time or the expiration of any event or circumstance relating Subsequent Offering Period. Without limiting the generality of the foregoing, each of the parties shall correct promptly any information provided by it to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth used specifically in an amendment or a supplement to the Proxy Statement, such party if required, that shall promptly inform have become false or misleading in any material respect and shall take all steps necessary to file with the Company SEC and Mergerco thereof and take appropriate action in respect thereof. (c) No have declared effective or cleared by the SEC any amendment or supplement to the Proxy Statement shall be made by Mergerco or so as to correct the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of same and to cause the Proxy Statement or comments thereon and responses thereto or requests as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by the SEC for additional informationapplicable law.

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as soon As promptly as practicable after the date of this Agreement, the Company shall file prepare, in consultation with Parent, and cause to be filed with the SECSEC a preliminary Proxy Statement and use all reasonable efforts, a proxy statement in consultation with Parent, to: (i) obtain and furnish the information required to be included by the SEC in the preliminary Proxy Statement; (ii) respond promptly to any comments made by the SEC or its staff with respect to the Special Meeting (the "preliminary Proxy Statement"), respond to comments of the staff of the SEC, clear the ; (iii) cause a definitive Proxy Statement (together with any amendments and supplements thereto) to be mailed to its stockholders containing all information required under Applicable Law to be furnished to the Company’s stockholders in connection with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it Merger and the transactions contemplated by this Agreement as soon as reasonably practicable (and such further in any event within five Business Days) following the later of (i) receipt and supplemental information as may be reasonably requested by resolution of the other party. The SEC comments on the preliminary Proxy Statement shall include and (ii) the recommendation expiration of the Board 10-day waiting period provided in favor of Rule 14a-6(a) promulgated under the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto.Exchange Act; (biv) The promptly amend or supplement any information provided by each of the Company and Mergerco it for use in the preliminary or definitive Proxy Statement (including any amendments or supplements thereof) if and to the extent that it shall nothave become false or misleading in any material respect and take all steps necessary to cause the Proxy Statement as so amended or supplemented to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case as and to the extent required by Applicable Law; and (v) cause the preliminary and definitive Proxy Statements, on each relevant filing date, on the date of (i) mailing to the Company’s stockholders and at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed Company Stockholder Meeting, not to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. (b) Parent and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and the definitive Proxy Statement and any amendment or supplement to the preliminary or the definitive Proxy Statement, as the case may be, each time before any such document is filed with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. If Parent shall furnish to the Company all information concerning Ultimate Parent, Parent and Merger Sub 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 the resolution of comments from the SEC (or the staff of the SEC). Notwithstanding the foregoing, the Company shall have no responsibility with respect to any information supplied by Ultimate Parent, Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall provide Parent and its counsel with (i) any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC or its staff. (c) Parent shall use all reasonable efforts to: (i) cause the information supplied or to be supplied by or on behalf of Ultimate Parent, Parent and Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement not to contain, on the date of the mailing to the Company’s stockholders and at the time of the Company Stockholder Meeting, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and (ii) promptly inform the Company if at any time prior to the Effective Time Time, any event or circumstance relating to Ultimate Parent, Parent or any party heretoof their respective Affiliates, or its respective officers or directors, directors should be discovered by such party that should Parent which is required to be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Proxy Statement. (a) Mergerco and the The Company shall cooperate and prepare, and, (i) as soon promptly as practicable after the date of this Agreement, the Company shall prepare and file with the SEC, after providing Parent with a reasonable opportunity to review and comment thereon, (ii) have cleared by the SEC and (iii) mail to its Common Shareholders and Preferred Shareholders a proxy statement and to its Common Shareholders a form of proxy with respect to the Special Meeting in connection with the REIT Merger (such proxy statement and the "form of proxy, including all amendments, supplements, or modifications thereto, is herein referred to as the “Proxy Statement"”), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall comply in all material respects with the Exchange Act and shall include the recommendation of the Board in favor of the Merger, except as otherwise provided hereinall information and statements which any Party shall reasonably believe to be necessary for inclusion therein. The Company shall use all reasonable efforts, and Mergerco will cooperate with agrees that none of the Company, information concerning or related to have all necessary state securities law the Company or "Blue Sky" permits any of its Subsidiaries or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each any of the Company and Mergerco for use Properties contained or incorporated by reference in the Proxy Statement shall notwill, as of (i) at the time of the Proxy Statement (or any amendment thereof or supplement thereto) date it is first mailed to the Stockholders or (ii) shareholders of the Company and at the time of the Special Meeting contemplated by such Proxy StatementMeeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading. If at The Company shall use reasonable efforts to obtain and furnish the information required to be included in the Proxy Statement, promptly inform Parent of the receipt of comments from the SEC, and respond promptly, after review and comment by Parent, to any time prior comments made by the SEC with respect to the Effective Time Proxy Statement and any preliminary version thereof. Parent shall as expeditiously as practicable supply all information concerning itself, REIT Merger Sub, OP Holdco and OP Merger Sub and their directors, officers, shareholders and Affiliates as reasonably may be requested by the Company in connection with the preparation of the Proxy Statement. Whenever any event or circumstance relating to any party heretooccurs, or its respective officers or directorsthere is any change in facts, should be discovered by such party that should which is required to be set forth in an amendment or a supplement to the Proxy Statement, such party the Company on the one hand, and Parent on the other hand, shall promptly inform the other of such occurrence with respect thereto and, promptly after review and comment thereon by Parent, the Company shall file with the SEC and/or mail to the Common Shareholders and Mergerco thereof and take appropriate action in respect thereof. (c) No Preferred Shareholders, such amendment or supplement to the Proxy Statement shall be made by Mergerco or the Company without prior approval Statement. Table of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.Contents

Proxy Statement. (a) Mergerco and the The Company shall cooperate and prepare, andshall, as soon as practicable after following the date of this Agreementhereof, the Company shall prepare and file with the SECSEC the Proxy Statement in preliminary form, a proxy statement and each of the Company, Parent and Merger Sub shall use their reasonable efforts to respond as promptly as practicable to any comments of the SEC or its staff 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 or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all its reasonable efforts, and Mergerco will cooperate best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after filing with the Company, SEC. If at any time prior to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each receipt of the Company and Mergerco for use Shareholder Approval there shall occur any event that should, upon the advice of the Company’s outside legal counsel, be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement shall not, as of (i) the time of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior , the Company shall promptly prepare, file with the SEC and mail to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by shareholders such party that should be set forth in an amendment or a supplement supplement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy StatementStatement or any other SEC filing required in connection with the transactions contemplated hereby (or, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (c) No each case, any amendment or supplement thereto) or responding to any comments of the Proxy Statement SEC with respect thereto, the party responsible for filing or mailing such document shall be made provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Mergerco or the Company without prior approval of the other party. The At the request of Parent, the Company shall promptly advise Mergerco of any request by the SEC for amendment of include in the Proxy Statement or comments thereon and responses thereto or requests by a proposal to amend the SEC Company’s charter to allow for additional informationthe redemption of the Employee Preferred Stock following the consummation of the Merger at an amount of cash equal to the Per Share Price.

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

Proxy Statement. (a) Mergerco and the Company shall cooperate and prepare, and, as As soon as reasonably practicable after following the date of this Agreement, the Company shall file prepare and shall cause to be filed with the SEC, SEC (and the Purchaser shall cooperate with the Company in the preparation and filing with the SEC of) a proxy statement with respect in preliminary form relating to the Special Meeting special meeting of the Company’s shareholders (the "“Company Shareholders Meeting”) to be held to consider the approval of the matters requiring the Requisite Shareholder Approvals and as promptly as practicable following the date on which the Company receives confirmation from the SEC that it will not comment on, or that it has no additional comments on such proxy statement in preliminary form, shall file the Proxy Statement"), respond to comments of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval of the MergerCharter Amendment, the Investment Advisory Agreement and the issuance of the Purchased Stock to the Purchaser (the “Company Recommendation”), except as otherwise provided herein. The that the Company shall use all reasonable efforts, and Mergerco will cooperate not be obligated to so include the Company Recommendation if the Company has effected a Change in Recommendation in accordance with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each Section 5.7. None of the information with respect to the Company and Mergerco for use or any of its Subsidiaries to be included in the Proxy Statement shall notwill, as of (i) at the time of the mailing of the Proxy Statement (or any amendment thereof amendments or supplement supplements thereto) is first mailed to the Stockholders or (ii) , and at the time of the Special Meeting contemplated by such Proxy StatementCompany Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 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. (b) The Purchaser shall use its commercially reasonable efforts to furnish the Company with all information that the Company may reasonably request in connection with the preparation of the Proxy Statement (including, without limitation, in connection with the preparation of responses to any comments thereto provided by the SEC). The Purchaser covenants and agrees that none of the information with respect to the Purchaser or its Affiliates furnished in writing by the Purchaser to the Company specifically for use in the Proxy Statement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, 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 or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The Company and the Purchaser shall cooperate and consult with each other in the preparation of the Proxy Statement. The Company shall reasonably cooperate and provide the Purchaser with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto) prior to filing with the SEC. The Purchaser will use its commercially reasonable efforts to furnish to the Company the information relating to it required by the Exchange Act and the rules, regulations and SEC guidance promulgated thereunder to be set forth in the Proxy Statement and the information in connection with the preparation of responses to any comments provided by the SEC to the Proxy Statement that relate to the Purchaser. Each of the Company and the Purchaser shall promptly (i) notify the other of the receipt of any comments from the SEC with respect to the Proxy Statement and of any request by the SEC for amendments of, or supplements to, the Proxy Statement, (ii) provide the other with copies of all filings made with the SEC and correspondence between the Company and the SEC with respect to the Proxy Statement and (iii) provide the other with the reasonable opportunity to review and comment on responses to requests for additional information and replies to comments prior to their being filed with or sent to the SEC to the extent practicable. Each of the Company and the Purchaser shall use its commercially reasonable efforts to respond to and resolve all comments from the SEC with respect to the Proxy Statement as promptly as practicable. (d) The Company shall mail, as promptly as practicable after filing the Proxy Statement with the SEC, the Proxy Statement to the holders of Common Stock and Series A Preferred Stock as of the record date established for the Company Shareholders Meeting. If at any time prior to the Effective Time Initial Closing any event or circumstance relating to the Company or the Purchaser or any party heretoof their respective Affiliates, or its respective officers or directors, should be discovered by such party that the Company or the Purchaser, respectively, which, pursuant to the Exchange Act and the rules and regulations promulgated thereunder should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other. Each of the Purchaser and the Company and Mergerco thereof and take appropriate action agrees to correct any information provided by it for use in respect thereof. (c) No amendment or supplement to the Proxy Statement which shall be made by Mergerco have become false or misleading in any material respect. All documents that each of the Company without prior approval and the Purchaser 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 other party. The Company shall promptly advise Mergerco of any request by Exchange Act and the SEC for amendment of the Proxy Statement or comments thereon rules and responses thereto or requests by the SEC for additional informationregulations promulgated thereunder.

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

Proxy Statement. As promptly as practicable, but in any event within sixty (a60) Mergerco days after the execution of this Agreement and subject to (i) the receipt from Parent of any information required to complete the Proxy Statement that is requested by the Company shall cooperate and (ii) the exceptions set forth on Section 5.04 of the Company Disclosure Schedule, the Company shall, in consultation with Parent, prepare, and, as soon as practicable after the date of this Agreement, and the Company shall file with the SEC, a preliminary proxy statement with respect to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear materials which shall constitute the Proxy Statement and shall conduct a “broker search” in accordance with the staff Rule 14a-13 of the SEC Exchange Act. Subject to Section 6.01(b), the Company and promptly thereafter mail the Company Board shall include the Company Board Recommendation in the Proxy Statement. The Company agrees that the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other partyAct. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law (including any amendment or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident supplement thereto. (b) The information provided by each of the Company and Mergerco for use in the Proxy Statement shall not, as of (i) at the time of the Proxy Statement (or any amendment thereof or supplement thereto) is filed with the SEC, on the date the Proxy Statement is first mailed to the Stockholders Company stockholders, on the date of any amendment or (ii) supplement thereto, and at the time of the Special Company Stockholders’ Meeting contemplated 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. Notwithstanding anything to the contrary in this Section 5.04, no representation or warranty is made by such the Company with respect to any information or statement made or incorporated by reference in the Proxy StatementStatement that was not supplied by or on behalf of the Company for use therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement shall, at the date the Proxy Statement is filed with the SEC or mailed to the Company stockholders, at the time of the Company Stockholders’ Meeting, or at 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 statements therein therein, in light of the circumstances under which they are made, not misleading. As promptly as practicable after comments are received from the SEC or the staff of the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, the Company shall, in consultation with Parent, prepare and the Company shall file any required amendments to the Proxy Statement with the SEC. The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall consult with Parent regarding, and supply Parent with copies of, all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement. Parent and Merger Sub shall provide the Company with such information concerning themselves and their Affiliates as is required to prepare the Proxy Statement or any amendments or supplements to the Proxy Statement, in each case, sufficiently in advance of the mailing of the Proxy Statement or any amendments or supplements to the Proxy Statement to be included therein. Prior to filing or mailing any proposed amendment of or supplement to the Proxy Statement, the Company shall provide Parent a reasonable opportunity to review and comment on such document. If at any time prior to the Effective Time Company Stockholders’ Meeting any event or circumstance information relating to any party heretothe Company or Parent, or its any of their respective officers or directorsAffiliates, should be discovered by such party the Company or Parent that should be set forth in an amendment or a supplement to the Proxy Statement, so that the Proxy Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such party information shall promptly inform notify the Company other parties, and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be filed promptly with the SEC and, to the Proxy Statement shall be made extent required by Mergerco or Law, disseminated to the Company without prior approval stockholders of the other partyCompany. The Company shall promptly advise Mergerco of any request use reasonable best efforts to have the Proxy Statement cleared by the SEC for amendment of and shall thereafter mail to the Company stockholders as promptly as practicable the Proxy Statement or comments thereon and responses thereto or requests by all other proxy materials for the SEC for additional informationCompany Stockholders’ Meeting.

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

Proxy Statement. (a) Mergerco and As promptly as reasonably practicable following the date of this Agreement (but in any case within thirty (45) days of the date of this Agreement), the Company shall cooperate prepare and prepareshall cause to be filed with the SEC a proxy statement (together with any amendments thereof or supplements thereto, andthe "Proxy Statement") relating to the Shareholders Meeting to be held to consider the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger and the Plan of Merger). The Company shall include, as soon as practicable after except to the date extent permitted by Sections 5.04 and 6.04 hereof, the text of this Agreement, the Company shall file with the SEC, a proxy statement with respect Board Recommendation and any other documents required to the Special Meeting (the "Proxy Statement"), respond to comments of the staff of the SEC, clear be included in the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement pursuant to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoLaw. (b) The Buyer covenants and agrees that none of the information provided by each of it with respect to the Company and Mergerco for use Buyer or its Subsidiaries to be included in the Proxy Statement shall notwill, as of (i) at the time of the mailing of the Proxy Statement (or any amendment thereof amendments or supplement supplements thereto) is first mailed to the Stockholders or (ii) , and at the time of the Special Meeting contemplated by such Proxy StatementShareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (c) The Company, the Buyer and NewCo shall cooperate and consult with each other in preparation of the Proxy Statement, and the Company will provide the Buyer a reasonable opportunity for review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Proxy Statement shall be mutually satisfactory to the Buyer and the Company. Without limiting the generality of the foregoing, each of the Buyer and NewCo 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. Each of the Company and the Buyer shall promptly (i) notify the other of the receipt of any comments from the SEC with respect to the Proxy Statement and of any request by the SEC for amendments of, or supplements to, the Proxy Statement, and (ii) provide the other with copies of all filings made with the SEC and all correspondence between the Company and the SEC with respect to the Proxy Statement. The Company shall use Commercially Reasonable Efforts to respond to and resolve all comments from the SEC with respect to the Proxy Statement as promptly as reasonably practicable. (d) As promptly as reasonably practicable after (i) the Proxy Statement has been cleared by the SEC and (ii) either the final determination of the Aggregate Response Estimate Amount or the Buyer’s agreement in writing that no amount of any Response Estimate shall be deducted from the Per Share Merger Consideration, the Company shall mail the Proxy Statement to the holders of Company Common Stock and, unless the Board of Directors of the Company withdraws or modifies the Company Board Recommendation in accordance with Sections 5.04 and 6.04 hereof, shall use Commercially Reasonable Efforts to solicit proxies and votes in favor of the approval and adoption of this Agreement and the transactions contemplated hereby (including the Merger and the Plan of Merger). If at any time prior to the Effective Time any event or circumstance relating to the Company or the Buyer or any party heretoof either the Company or Buyer's Subsidiaries, or its their respective officers or directors, should be discovered by such party that the Company or the Buyer, respectively, which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the other. Each of the Buyer, NewCo and the Company and Mergerco thereof and take appropriate action agree to correct any information provided by it for use in respect thereof. (c) No amendment or supplement to the Proxy Statement which shall be made by Mergerco have become false or misleading. All documents that each of the Company without prior approval of and the other party. The Company shall promptly advise Mergerco of any request by Buyer is responsible for filing with the SEC for amendment of in connection with the Proxy Statement or comments thereon transactions contemplated hereby will comply as to form in all material respects, and responses thereto or requests by will be distributed to the SEC for additional informationShareholders in compliance with all applicable Law.

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

Proxy Statement. (a) Mergerco Envirogen shall prepare as promptly as practicable, --------------- with the cooperation of the Company and the Company shall cooperate and prepare, and, as soon as practicable after the date of this Agreement, the Company shall file with the SECStockholders, a proxy statement with respect to the Special Meeting (the "Proxy Statement") in compliance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), respond to comments for purposes of soliciting the approval of the staff stockholders of Envirogen of, among other things, (i) this Agreement and the SECtransactions contemplated hereby, clear (ii) the Proxy Statement with Securities Purchase Agreement and the staff transactions contemplated thereby (iii) the amendment to Envirogen's Certificate of Incorporation to increase the SEC number of authorized shares of Envirogen Common Stock from 20,000,000 to 50,000,000, and promptly thereafter mail (iv) an amendment to Envirogen's Option Plan (as defined in Section 5.14 hereof) to, among other things, increase the Proxy Statement number of shares of Envirogen Common Stock reserved for issuance upon the exercise of options granted under such plan from 2,000,000 to all holders of record of Company Common Stock3,000,000. The Company shall comply and each Stockholder agree to provide promptly to Envirogen for inclusion in all respects with the requirements Proxy Statement, or any amendments or supplements thereto, such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Exchange Act and Envirogen or its counsel, may be required by applicable law or the rules and regulations of the SEC thereunder applicable to the Proxy Statement Securities and the solicitation of proxies for the Special Meeting Exchange Commission (including any requirement to amend or supplement without limitation audited financial statements of the Proxy StatementCompany) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The information provided by each unaudited interim financial statements of the Company and Mergerco for use to cause its counsel and auditors to cooperate with Envirogen's counsel and auditors in the preparation of the Proxy Statement. The Company and the Stockholders agree that the information to be included in the Proxy Statement with respect to the Company and its business and the Stockholders shall not, as of (i) at the time of date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders stockholders of Envirogen, or (ii) at any time thereafter up to and including the time of the Special Meeting contemplated by such Proxy StatementEnvirogen Stockholder Meeting, contain be false or misleading with respect to any untrue statement of a material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Envirogen Stockholder Meeting which has become false or misleading. If The Company and the Stockholders will promptly advise Envirogen in writing if at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to of the Proxy Statement, such party shall promptly inform Merger the Company and Mergerco thereof and take or any Stockholder shall obtain knowledge of any facts that might make it necessary or appropriate action in respect thereof. (c) No amendment to amend or supplement to the Proxy Statement shall be made in order to make the statements contained or incorporated by Mergerco reference therein not misleading or the Company without prior approval of the other party. The Company shall promptly advise Mergerco of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationto comply with applicable law.

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

Proxy Statement. (a) Mergerco and Subject to Section 5.4 of the Company shall cooperate and prepare, andParent Disclosure Letter, as soon promptly as practicable after the date of this Agreement, subject to the receipt from Parent and Merger Sub of the information described in the second sentence of this paragraph, the Company shall prepare and file with the SECSEC the Proxy Statement, which shall, subject to Section 5.3, include the Recommendation. As promptly as practicable after the date of this Agreement, Parent and Merger Sub shall furnish all information concerning themselves and their Affiliates that is required to be included in the Proxy Statement, or that is customarily included in a proxy statement prepared in connection with respect to the Special Meeting (the "Proxy Statement"), respond to comments transactions of the staff of the SEC, clear the Proxy Statement with the staff of the SEC and promptly thereafter mail the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions type contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other party. The Proxy Statement shall include the recommendation of the Board in favor of the Merger, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with the Company, to have all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident theretoAgreement. (b) The information provided by each Company shall promptly notify Parent upon the receipt of any comments from the Company and Mergerco SEC or its staff or any request from the SEC or its staff for use in amendments or supplements to the Proxy Statement and shall notprovide Parent with copies of all correspondence between it and its Representatives, as on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. If, at any time prior to the Company Meeting, any information relating to the Company, Parent or any of (i) their respective Affiliates, officers or directors is discovered by the time of Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Stockholders or (ii) the time of the Special Meeting contemplated by such Proxy Statement, other filings shall not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior to , the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, discovers such party information shall promptly inform notify the Company other parties, and Mergerco thereof and take an appropriate action in respect thereof. (c) No amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement shall be made by Mergerco or making the other filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company without prior approval shall (i) provide Parent a reasonable opportunity to review and comment on such document or response and shall consider such comments in good faith, (ii) include in such document or response all such comments reasonably proposed by Parent with respect to any financing undertaken by Parent and the descriptions of Parent and Merger Sub and (iii) promptly provide Parent with a copy of all such filings and responses made with the other partySEC. The Company shall promptly advise Mergerco of any request by the SEC for amendment of cause the Proxy Statement or comments thereon and responses thereto or requests by to be mailed to holders of Common Stock as of the record date established for the Company Meeting as promptly as practicable after the date on which the SEC for additional informationconfirms that it has no further comments on the Proxy Statement.

Proxy Statement. (ai) Mergerco The Company filed with the SEC on August 3, 2015, and commenced mailing to its shareholders on or about August 5, 2015, a proxy statement (as it may be amended or supplemented from time to time, including by the Proxy Supplement (as defined below) the “Proxy Statement”) related to, among others, the consideration of the Proposals. In connection with the Company shall cooperate and prepareShareholders Meeting, and, the Company will (A) as soon promptly as reasonably practicable after the date of this Agreement, the Company shall Agreement prepare and file with the SECSEC a supplement to the Proxy Statement reflecting this Agreement and the Transaction Documents (the “Proxy Supplement”), a proxy statement (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Special Meeting Proxy Statement on or after the date of this Agreement and provide copies of such comments to Buyers promptly upon receipt and provide copies of proposed responses to Buyers a reasonable time prior to filing to allow Buyers the opportunity to provide meaningful comment, (C) as promptly as reasonably practicable prepare and file any other amendments or supplements necessary to be filed in response to any SEC comments or as otherwise required by applicable law, (D) to the "extent not done prior to the date of this Agreement, mail to its shareholders as promptly as reasonably practicable the Proxy Statement (including the Proxy Supplement) and all other customary proxy or other materials for meetings such as the Company Shareholders Meeting, (E) to the extent required by applicable law, as promptly as reasonably practicable prepare, file and distribute to the Company’s shareholders any supplement (other than the Proxy Supplement) or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Company Shareholders Meeting, and (F) otherwise comply with all requirements of law applicable to the Company Shareholders Meeting. Each Buyer shall cooperate with the Company in connection with the preparation of the Proxy Supplement and any other amendments or supplements to the Proxy Statement"), respond including promptly furnishing the Company, upon request, with any and all information as may be required to comments of the staff of the SEC, clear be set forth in the Proxy Statement with respect to such Buyer under applicable law. The Company will provide Buyers a reasonable opportunity to review and comment upon the staff of Proxy Supplement and any other amendments or supplements to the SEC Proxy Statement, and promptly thereafter mail shall give reasonable consideration to any such comments proposed, prior to mailing the Proxy Supplement and any such other amendments or supplements to the Proxy Statement to all holders of record of Company Common Stock. The Company shall comply in all respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to the Proxy Statement and the solicitation of proxies for the Special Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other such information relating to it and the transactions contemplated by this Agreement and such further and supplemental information as may be reasonably requested by the other partyCompany’s shareholders. The Proxy Statement shall include the recommendation of Company Board Recommendation. (ii) If, at any time prior to the Board in favor of the MergerCompany Shareholders Meeting, except as otherwise provided herein. The Company shall use all reasonable efforts, and Mergerco will cooperate with any information relating to the Company, any of the Subsidiaries or any Buyers or any of their respective Affiliates should be discovered by the Company, any of the Subsidiaries or any Buyers which should be set forth in an amendment or supplement to have all necessary the Proxy Statement so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state securities law or "Blue Sky" permits or approvals any material fact required to carry out be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties and, to the extent required by applicable law, the Company shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company’s shareholders. (iii) The Company represents, warrants, covenants and agrees that (A) none of the information included or incorporated by reference in the Proxy Statement or any other document filed with the SEC in connection with the transactions contemplated by this Agreement, the other Transaction Documents, the Share Exchange Agreement and will pay or the Acquisition (all expenses incident thereto. (b) The information provided by each such other documents, the “Other Filings”), in the case of the Company and Mergerco for use in Proxy Statement, at the Proxy Statement shall not, as of (i) date it was first mailed to the Company’s shareholders or at the time of the Proxy Statement (Company Shareholders Meeting or at the time of any amendment thereof or supplement thereto) thereof, or, in the case of any Other Filing, at the date it is first mailed to the Stockholders Company’s shareholders or at the date it is first filed with the SEC, contained or shall contain, as applicable, any untrue statement of a material fact or omitted or shall omit, as applicable, 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, except that no covenant is made by the Company with respect to statements made or incorporated by reference therein in reliance on, and conformity with, information supplied in writing by or on behalf of any Buyer in connection with the preparation of the Proxy Statement or the Other Filings expressly for inclusion therein, and (iiB) the Proxy Statement and the Other Filings that are or were filed by the Company shall comply as to form in all material respects with the requirements of the 1934 Act and shall comply with the applicable requirements of The NASDAQ Stock Market. (iv) Each Buyer, severally and not jointly, represents, warrants, covenants and agrees that none of the information supplied in writing by or on behalf of such Buyer expressly for inclusion in the Proxy Statement or the Other Filings will, in the case of the Proxy Statement, at the time of the Special Company Shareholders Meeting contemplated by such or at the time of any amendment of or supplement to the Proxy Statement, or, in the case of any Other Filing, at the date it is first mailed to the Company’s shareholders or at the date it is first filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to any party hereto, or its respective officers or directors, should be discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement, such party shall promptly inform the Company and Mergerco thereof and take appropriate action in respect thereof. (cv) No amendment or supplement to The Company Board shall, within 10 Business Days after the Proxy Statement shall be made by Mergerco or Requisite Buyers request in writing, reaffirm (publicly, if so requested) its recommendation in favor of the Company without prior adoption and approval of the other party. The Company shall promptly advise Mergerco of any request transactions contemplated hereby and by the SEC for amendment Share Exchange Agreement, including the issuance of the Proxy Statement Purchased ADSs to Buyers and the consummation of the Acquisition. If a tender or comments thereon and responses thereto exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with any Buyers, the Company shall, within 10 Business Days after such tender or requests by exchange offer is first published, sent or given, send to its shareholders pursuant to Rule 14e-2 promulgated under the SEC for additional information1933 Act a statement disclosing that the Company Board recommends rejection of such tender or exchange offer.