Common use of Proxy Statement Clause in Contracts

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly As soon as reasonably practicable after following the date of this Agreement. The , the Company will provide shall, with the assistance and approval (not to Parent a reasonable opportunity to review be unreasonably withheld or delayed) of Parent, prepare and comment upon file with the SEC the Proxy Statement. Parent, or any amendments or supplements thereto, prior to filing Merger Sub and the same Company will cooperate and consult with each other in the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders preparation of the Company and at Proxy Statement. Without limiting the time generality of the Stockholders’ Meeting (as defined in Section 6.4 below)foregoing, (a) each of Parent and Merger Sub will furnish to the Proxy Statement will comply in all material respects with Company the applicable provisions of information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the Company’s Stockholders as soon as practicable after the Proxy Statement is cleared by the SEC, and the Company will use its reasonable best efforts to cause such mailing to occur prior to August 14, 2008. However, the Proxy Statement shall not be mailed unless (bx) none the Additional Financing Commitment shall have been obtained and accepted by Parent, a copy thereof shall have been provided to the Company and any fees owing to the applicable lender upon such acceptance shall have been paid by Parent or an affiliate thereof or (y) Parent and the Company shall each have waived the requirement in clause (x) above. Each of Parent, Merger Sub and the Company agrees to correct any information supplied provided by it or any of its Subsidiaries for inclusion or incorporation by reference use in the Proxy Statement will contain any untrue statement of a material fact that shall have become false or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable (i) notify Parent and Merger Sub of the receipt of all any comments of from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto to the Proxy Statement or for additional information and shall as soon as reasonably practicable (ii) provide to Parent with copies of all material correspondence between the Company and/or any of and its representatives Representatives, on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.

Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable (provided, that the Company shall not be required or obligated to file the Proxy Statement in preliminary form with the SEC prior to, but shall use reasonable best efforts to file the Proxy Statement in preliminary form with the SEC on, the first (1st) Business Day after the date of this Agreement. The No Shop Period Start Date); provided that the Company will shall provide to Parent and its counsel a reasonable opportunity to review and comment upon on the Company’s proposed preliminary Proxy Statement and any other filing under the 1934 Act to the extent such filing describes the transactions contemplated by this Agreement in advance of filing and consider in good faith any comments reasonably proposed by Parent and its counsel. Subject to Section 6.03, the Proxy Statement shall include the Company Board Recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable following the earliest to occur of (i) clearance of the Proxy Statement by the SEC, (ii) confirmation in writing by the SEC that it will not review the Proxy Statement, or any amendments (iii) the tenth (10th) calendar day after the filing of the preliminary Proxy Statement if the SEC fails to notify the Company of its intent to review the Proxy Statement. Each of the Company, Parent and Merger Subsidiary shall furnish all information concerning the Company, Parent and Merger Subsidiary, as applicable, as may be reasonably required or supplements thereto, prior to filing requested by the same other party in connection with the SEC. The Company agrees, as to itself preparation and its Subsidiaries, that at the date of mailing to shareholders filing of the Company and at the time Proxy Statement. Each of the Stockholders’ Meeting (as defined in Section 6.4 below)Company, (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act Parent and the rules and regulations thereunder and (b) none of the Merger Subsidiary shall promptly correct or supplement any information supplied provided by it or any of its Subsidiaries for inclusion or incorporation by reference use in the Proxy Statement will contain necessary to prevent the Proxy Statement from including any untrue statement of a material fact or omit omitting to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, 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 the SEC and mailed to its stockholders, in each case as and to the extent required by Applicable Law. The Company shall (a) as soon promptly as reasonably practicable notify after receipt thereof, provide Parent and its counsel with copies of the receipt any written comments, notice or request for additional information, and advise Parent and its counsel of all comments of the SEC any oral comments, notice or request for additional information, with respect to the Proxy Statement and of or any request by other filing under the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable 1934 Act made in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementAgreement (or, in each case, any amendment or supplement thereto) received from the SEC or its staff, (b) provide Parent and its counsel a reasonable opportunity to review and comment on the Company’s proposed response to such comments, notices or requests or on any other written communication with the SEC or its staff arising out of or relating to the Merger or the Proxy Statement, and (c) consider in good faith any comments reasonably proposed by Parent and its counsel.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as (a) As promptly as reasonably practicable after the date of this Agreement. The Agreement (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 will provide shall prepare and cause to Parent be filed with the SEC a reasonable opportunity preliminary proxy statement relating to review and comment upon the Proxy Statement, or Company Stockholders’ Meeting (together with any amendments thereof or supplements thereto, prior to filing the same with the SEC“Proxy Statement”). The Company agreesagrees that, as to itself and its Subsidiariesassuming Parent’s compliance with the last sentence of this Section 6.1(a), that at the date of mailing to shareholders of the Company Stockholders and at the time of the Company Stockholders’ Meeting (as defined in Section 6.4 below)Meeting, (ai) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder Act, and (bii) none of the information supplied by it the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstance under which they were made, not misleading. 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 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. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.

Proxy Statement. The Promptly following the date of this Agreement, the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement in preliminary form with the SEC will be included. The Company shall use its best efforts as promptly as reasonably practicable to have the Form S-4 declared effective under the Securities Act as promptly as practicable after the date of this Agreementsuch filing. The Company will provide use its best efforts to Parent a reasonable opportunity to review and comment upon cause the Proxy Statement, or any amendments or supplements thereto, prior Statement to filing be mailed to the same with Company's stockholders as promptly as practicable after the SECForm S-4 is declared effective under the Securities Act. The Company agreesshall also take any action required to be taken under any applicable state securities laws in connection with the registration and qualification in connection with the Merger of common stock of the Company following the Merger. The information provided by the Company for use in the Form S-4, as and to itself be supplied by Newco in writing specifically for use in the Form S-4, shall, at the time the Form S-4 becomes effective and its Subsidiaries, that at on the date of mailing the Stockholders Meeting referred to shareholders of the Company above, be true and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply correct in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the statements therein, Company and Newco each agree to correct any information provided by it for use in light the Form S-4 which shall have become false or misleading. Newco and the Company will cooperate with each other in the preparation of the circumstances under which they were madeProxy Statement; without limiting the generality of the foregoing, not misleading. The the Company shall as soon as reasonably practicable will immediately notify Parent Newco of the receipt of any comments from the SEC and any request by the SEC for any amendment to the Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement and any amendment thereto, and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Newco (which approval by Newco shall not be unreasonably withheld). Newco will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to any comments of made by the SEC with respect to the Proxy Statement and of any request preliminary version thereof filed by the SEC for any amendment or supplement thereto or for additional information it and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by the SEC and the Company shall cause the definitive such Proxy Statement to be mailed promptly after to the date Company's stockholders at the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementearliest practicable time.

Proxy Statement. The Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the Company shall prepare and file the Proxy Statement in preliminary form with the SEC SEC, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), as promptly soon as reasonably practicable after the date consummation of this Agreement. The Company will provide to Parent the Offer, a reasonable opportunity to review and comment upon preliminary Proxy Statement (the “Preliminary Proxy Statement, or any amendments or supplements thereto, prior ”) relating to filing the same with the SEC. The Company agrees, Merger as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of required by the Exchange Act and the rules and regulations thereunder thereunder. The Company shall obtain and (b) none of furnish the information supplied required to be included in the Preliminary Proxy Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond promptly to any such comments made by it the SEC or its staff with respect to the Preliminary Proxy Statement, and shall cause the Proxy Statement to be mailed to the Company’s stockholders at the earliest practicable date. If at any time prior to the Special Meeting, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of its Subsidiaries for inclusion their respective Affiliates, directors or incorporation officers, should be discovered by reference the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the party which discovers such information shall as soon as reasonably practicable promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement other party, and of any request by the SEC for any an appropriate amendment or supplement thereto or for additional describing such information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, be filed 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 by the SEC and disseminated to the Company shall cause stockholders of 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementCompany.

Proxy Statement. The As promptly as practicable after the execution of this Agreement, Parent, Merger Sub and the Company shall jointly prepare and the Company shall file with the SEC the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be held to consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). The Company agreesParent, Merger Sub or the Company, as to itself the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with such actions and its Subsidiaries, that at the date of mailing to shareholders preparation of the Company Proxy Statement and at any other filings required to be made in connection within this Agreement and the time of transactions contemplated hereby (collectively, the Stockholders’ Meeting ("Other Filings"). As promptly as defined in Section 6.4 below), (a) practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations thereunder of the NASD and (biv) none Delaware Corporate Law. The Proxy Statement shall include the recommendation of the Board of Directors of the Company to the stockholders of the Company that such stockholders vote in favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 5.10(b), the Board of Directors of the Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in its good faith judgment that it is required to do so in order to comply with its duties to the Company's shareholders under applicable Law. The Proxy Statement will include a copy of the written opinion of Deutsche Banc Alex. Xxxxx. No amendment or supplement to the Proxy Statement will be made without the approval of each of Parent, Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent, Merger Sub and the Company will advise the other, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. The information supplied by it or any of its Subsidiaries the Company for inclusion or incorporation by reference in the Proxy Statement will shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Proxy Statement not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect If at any time prior to the Proxy Statement and of Effective Time any request event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the SEC for any Company that should be set forth in an amendment or a supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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 inform Parent and Merger Sub. All documents that the Company may commence mailing is responsible for filing with the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The information supplied by Parent and Merger Sub for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment of or supplement to the Proxy Statement) are first mailed to the stockholders the Company, (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any other statementtime prior to the Effective Time, filingany event or circumstance relating to Parent or Merger Sub, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries officers or directors, should be discovered by Parent or Merger Sub that should be set forth in an amendment or a supplement to any third party and/or any Governmental Entity the Proxy Statement, Parent and Merger Sub shall promptly inform the Company. All documents that Parent and Merger Sub are responsible for filing in connection with the Merger and the transactions contemplated by this AgreementAgreement will comply as to form and substance in all material aspects with the applicable requirements of Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The information supplied by any party for inclusion in another party's Other Filing will be true and correct in all material respects.

Proxy Statement. The (i) In connection with the Company shall Stockholders Meeting, the Company will (A) as promptly as reasonably practicable, but in no event later than 25 days, after the date of this Agreement prepare and file the Proxy Statement in preliminary form with the SEC a proxy statement (as it may be amended or supplemented from time to time, the “Proxy Statement”) related to the consideration of the Proposal at the Company Stockholders Meeting, (B) respond as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of received from the SEC with respect to the Proxy Statement on or after the date of this Agreement and provide copies of any request by 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 SEC for any amendment or supplement thereto or for additional information and shall opportunity to provide meaningful comment, (C) as soon promptly as reasonably practicable provide prepare and file any other amendments or supplements necessary to Parent copies of be filed in response to any SEC comments or as otherwise required by applicable law, (D) mail to its stockholders as promptly as reasonably practicable the Proxy Statement and all material correspondence between other customary proxy or other materials for meetings such as the Company and/or Stockholders Meeting, (E) to the extent required by applicable law, as promptly as reasonably practicable prepare, file and distribute to the Company’s stockholders any of its representatives on the one hand, and the SEC, on the other hand, with respect supplement or amendment to the Proxy Statement. The Company and Parent Statement if any event shall each use its reasonable best efforts to promptly provide responses occur which requires such action at any time prior to the SEC Company Stockholders Meeting, and (F) otherwise comply with respect all requirements of law applicable to all comments received on the Proxy Statement by the SEC and the Company Stockholders Meeting. Each Buyer 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 cooperate with the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement and any amendments or supplements thereto, including promptly furnishing the Company, upon request, with any other statementand all information as may be required to 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 promptly upon the Proxy Statement and any amendments or supplements thereto, filingand shall give reasonable consideration to any such comments proposed (it being understood that the Company shall have the final authority and discretion with respect to whether and to what extent to incorporate or address any such comments proposed), notice prior to mailing the Proxy Statement and any such amendments or application made by or on behalf of Parentsupplements thereto to the Company’s stockholders. Subject to Section 4(d)(i), the Proxy Statement shall include the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementBoard Recommendation.

Proxy Statement. The Subject to Section 5.08 hereof, after the Acceptance Date, if approval of the Company’s stockholders is required by applicable law to consummate the Merger, as promptly as reasonably practical after the Acceptance Date, the Company shall prepare and file cause to be filed the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after under the date Exchange Act and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC promptly. The Company, Parent and Purchaser shall cooperate and consult with each other in preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Purchaser will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall include, except to the extent provided in Section 5.08, the text of this Agreement and the recommendation of the board of directors of the Company that the Company’s stockholders approve and adopt this Agreement. The Each of the Company, Parent and Purchaser agrees to use its reasonable best efforts, after consultation with the other Parties, to respond promptly to all comments of and requests by the SEC with respect to the Proxy Statement and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time after the Proxy Statement has been cleared by the SEC. If at any time prior to the Effective Time any event or circumstance relating to the Company will provide or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to Parent the Exchange Act, should be set forth in an amendment or a reasonable opportunity supplement to review and comment upon the Proxy Statement, such party shall promptly inform the others. Each of Parent, Purchaser and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or any amendments or supplements thereto, prior to filing the same with the SECmisleading. The Company agrees, as to itself and its Subsidiaries, All documents that at the date of mailing to shareholders each of the Company and at Parent is responsible for filing with the time of SEC in connection with the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement Merger will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementpromulgated thereunder.

Proxy Statement. The (i) As soon as practicable after the date hereof, the Company shall prepare and file with the SEC a proxy statement and a form of proxy, in connection with the vote of the Company's shareholders to be held at the Special Meeting with respect to this Agreement (such proxy statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's shareholders, being the "Proxy Statement") and shall use its best efforts to respond promptly to any comments of the SEC or its staff and to cause the Proxy Statement in preliminary form with to be mailed to the SEC Company's shareholders as promptly as reasonably practicable after responding to all such comments to the date satisfaction of this Agreementthe staff of the SEC. The Company will provide Acquiror and Newco shall furnish such information concerning Acquiror and Newco as is necessary to Parent a reasonable opportunity to review and comment upon cause the Proxy Statement, or any amendments or supplements theretoinsofar as it relates to Acquiror and Newco, prior to filing be prepared in accordance with the same with Rules and Regulations of the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent Acquiror promptly of the receipt of all any comments of from the SEC with respect to the Proxy Statement or its staff and of any request by the SEC or its staff for any amendment amendments or supplement thereto supplements to the Proxy Statement or for additional information and shall as soon as reasonably practicable provide to Parent will supply Acquiror with copies of all material correspondence between the Company and/or or any of its representatives representatives, on the one hand, and the SECSEC or its staff, on the other hand, with respect to the Proxy StatementStatement or the Merger. The Company and Parent shall each use its reasonable best efforts Prior to promptly provide responses to the SEC with respect to all comments received on filing the Proxy Statement by with the SEC and SEC, the Company shall cause provide reasonable opportunity for Acquiror to review and comment upon 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with contents of the Proxy Statement and shall not include therein or omit therefrom any other statement, filing, notice or application made by or on behalf information to which counsel to Acquiror shall reasonably object. The Proxy Statement shall include the recommendation of Parent, the Company or any Company's Board of their respective Subsidiaries to any third party and/or any Governmental Entity Directors in connection with favor of the Merger and the transactions contemplated by this AgreementMerger.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as As promptly as reasonably practicable after the date of this Agreement. The Company hereof, SECURITY will provide cooperate with RELIASTAR in drafting and will file with the SEC under the 1934 Act, and will use all reasonable efforts to Parent have cleared by the SEC, a reasonable opportunity to review and comment upon proxy statement (the "Proxy Statement, or any amendments or supplements thereto, prior ") with respect to filing the same with the SEC. The Company agrees, as meeting of stockholders of SECURITY referred to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below)3.3, and SECURITY will cooperate with RELIASTAR in drafting the Registration Statement (a) of which the Proxy Statement is a part). The Proxy Statement (as it relates to SECURITY) will comply as to form in all material respects with the applicable provisions requirements of the Exchange 1934 Act and the rules and regulations thereunder and (b) none of the SEC, and the Registration Statement (with respect to information supplied concerning SECURITY or the SECURITY Subsidiaries furnished by it or any on behalf of its Subsidiaries SECURITY to RELIASTAR specifically for inclusion or incorporation by reference in use therein) and the Proxy Statement (except with respect to data and information concerning RELIASTAR and the RELIASTAR Subsidiaries furnished by or on behalf of RELIASTAR to SECURITY specifically for use therein) 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 in order to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. The Company shall as soon as reasonably practicable notify Parent Subject to the provisions of Section 3.4, the Proxy Statement will contain the recommendation of the receipt SECURITY Board that the stockholders of all comments SECURITY vote to approve and adopt the Merger and this Agreement. SECURITY will promptly notify RELIASTAR in writing if prior to the Effective Time it shall obtain knowledge of any fact that would make it necessary to amend the Proxy Statement (or the Registration Statement) in order to render the statements made therein not misleading or to comply with applicable law. SECURITY will promptly furnish to RELIASTAR a true and complete copy of each written communication of SECURITY with the SEC with respect to the Proxy Statement and will promptly advise RELIASTAR of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies substance of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementoral communication.

Proxy Statement. The As promptly as practicable after execution of this Agreement, the Company shall prepare the Proxy Statement, which shall, subject to Section 5.07, include the Directors’ Recommendation, and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after under the date Exchange Act and thereafter 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 this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable promptly notify Parent of the receipt of all any comments of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent promptly copies of all material correspondence between the Company and/or or any representative of its representatives on the one hand, Company and the SEC, on . The Company shall give Parent and its counsel the other hand, opportunity to review the Proxy Statement prior to its being filed with respect the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy StatementStatement 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 Each of the Company, Parent and Parent shall each Merger Subsidiary agrees to use its reasonable best efforts efforts, after consultation with the other parties hereto, to respond promptly provide responses to the SEC with respect to all such comments received on of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. Prior to the date of approval of the Merger by the Company’s shareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and the Company shall cause the definitive Proxy Statement take all steps necessary to be mailed promptly after the date file with the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request have cleared by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary SEC any amendment or advisable in connection with supplement to the Proxy Statement or any other statementso as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the shareholders of the Company, filing, notice or application made in each case to the extent required by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementapplicable law.

Proxy Statement. The (a) As soon as reasonably practicable after the date of this Agreement (and provided that the H parties shall have provided the information set forth in the fourth sentence of this Section 4.2(a)), the Company shall will prepare and file the Proxy Statement in preliminary form with the SEC as promptly a proxy statement relating to the Company Stockholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”). As soon as reasonably practicable after the date of this Agreement, the Company and H shall jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement. The Company will provide use its reasonable efforts to Parent a 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 and mailing of the Proxy Statement, the Company will consult with the H Parties and their counsel with respect to the Proxy Statement and shall afford the H Parties reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. thereon and include all comments reasonably proposed by H. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of H Parties will provide the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the any information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact which may be required to be stated therein or necessary in order to make under applicable law and which is reasonably requested by the statements therein, in light of the circumstances under which they were made, not misleadingCompany. The Company shall as soon as reasonably practicable will promptly notify Parent the H Parties of the receipt of all any comments of from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment amendments or supplement thereto supplements to the Proxy Statement or the Schedule 13E-3 or for additional information information, and shall as soon as reasonably practicable provide to Parent will supply the H Parties with copies of all material correspondence (and ability to participate in all communications) between the Company and/or and any of its representatives representatives, on the one hand, and the SECSEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Company and Parent shall each use its reasonable best efforts to promptly provide responses If at any time prior to the SEC with respect Company Stockholders’ Meeting any event should occur which is required by applicable law to all comments received on be set forth in an amendment of, or a supplement to, the Proxy Statement by or the SEC and Schedule 13E-3, the Company shall cause will as promptly as reasonably practicable prepare (in the definitive Proxy Statement to be mailed promptly after case of the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable LawsSchedule 13E-3, the Company and Parent (with respect H will jointly prepare) and, if appropriate, mail to itself and Merger Sub) each shallstockholders such amendment or supplement; provided, upon request by the otherhowever, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and that prior to such other matters as may be reasonably necessary or advisable in connection with mailing of the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parentamendment thereto, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection will consult with the Merger H Parties and their counsel with respect to such amendment or supplement and shall afford the transactions contemplated H Parties reasonable opportunity to review and comment thereon and include all comments reasonably proposed by this Agreement.H.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC SEC, with the assistance of and subject to prior consultation with Parent, as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent hereof, a reasonable opportunity to review and comment upon preliminary Proxy Statement (the “Preliminary Proxy Statement, or any amendments or supplements thereto, prior ”) relating to filing the same with Merger as required by the SECExchange Act and the rules and regulations thereunder. The Company agrees, as Each of Parent and Merger Sub shall furnish to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and (b) none of furnish the information supplied required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to prior consultation with Parent, respond promptly to any such comments made by it the SEC or any of its Subsidiaries for inclusion or incorporation by reference in staff with respect to the Preliminary Proxy Statement, shall cause the Proxy Statement will to be mailed to the Company’s shareholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the necessary approval of this Agreement by its shareholders. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective Affiliates, this Agreement or the transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the party that discovers such information shall as soon as reasonably practicable promptly notify Parent the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC, and to the extent required by applicable Law, disseminated to the shareholders of the receipt of all comments of the SEC with respect to Company. Except as Section 5.02 expressly permits, the Proxy Statement and shall include the recommendation of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies Board of all material correspondence between Directors of the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by shareholders approve this Agreement.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly (i) 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 a preliminary Proxy Statement. The Company will provide to Parent a reasonable opportunity to review and comment upon shall include in the Proxy StatementStatement 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 any amendments or supplements theretosupplemented, prior an “Other Required Company Filing”), then, subject to filing Section 6.02, the same Company will use its reasonable best efforts to promptly prepare and file such Other Required Company Filing with the SEC. The Company agrees, shall cause the Proxy Statement and any Other Required Company Filing to comply as to itself form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the NYSE. The Company will 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 Subsidiariescounsel a reasonable opportunity in advance to review and comment thereon, that at 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 shareholders the stockholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below)Company Meeting, (a) the Company shall cause the Proxy Statement will comply in and all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will Other Required Company Filings not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading. The ; provided, notwithstanding the foregoing, no representation or warranty is made by the Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and of any request information supplied by the SEC for any amendment Parent, Merger Sub or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 their Affiliates for inclusion or incorporation by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable reference in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Other Required Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementFilings.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC SEC, with the assistance of and subject to prior consultation with Parent, as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent hereof, a reasonable opportunity to review and comment upon preliminary Proxy Statement (the “Preliminary Proxy Statement, or any amendments or supplements thereto, prior ”) relating to filing the same with Merger as required by the SECExchange Act and the rules and regulations thereunder. The Company agrees, as Each of Parent and Merger Sub shall furnish to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and (b) none of furnish the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to prior consultation with Parent, respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, shall cause the definitive Proxy Statement will to be mailed to the Company Stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the Requisite Stockholder Approval. The Company shall ensure that neither the Preliminary Proxy Statement nor the definitive 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, in light of the circumstances under which they were are made, not misleading. The Company Parent shall as soon as reasonably practicable notify Parent ensure that none of the receipt information it supplies for inclusion in the Preliminary Proxy Statement or the definitive Proxy Statement contains any untrue statement of all comments a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the SEC with respect circumstances under which they are made, not misleading. If, at any time prior to the Proxy Statement and Special Meeting, any information relating to the Company, Parent, Merger Sub, any of any request their respective Affiliates, this Agreement or the transactions contemplated hereby (including the Merger), should be discovered by the SEC for any Company or Parent which should be set forth in an amendment or supplement thereto to the definitive Proxy Statement, so that the definitive Proxy Statement shall not contain any untrue statement of a material fact or for additional omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between promptly notify the Company and/or any of its representatives on the one handother party, and the Company shall cause an appropriate amendment or supplement describing such information to be filed with the SEC, on the other hand, with respect and to the Proxy Statementextent required by applicable Law, disseminated to the Company Stockholders. 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 by the SEC and the Company shall cause the definitive Proxy Statement to be mailed promptly after comply as to form in all material respects with the date provisions of the Exchange Act and the rules and regulations of the SEC staff advises that it has no further comments thereon or promulgated thereunder. Except as Section 5.02 expressly permits, the definitive Proxy Statement shall include the recommendation of the Company Board that the Company may commence mailing Stockholders adopt the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable agreement of merger set forth in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as (a) As promptly as reasonably practicable after the date of this Agreement. The hereof (and in any event, within twenty (20) Business Days after the date hereof), the Company will provide shall prepare and file with the SEC a preliminary proxy statement relating to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or Stockholders Meeting (together with any amendments thereof or supplements thereto, prior to filing the same with the SEC. The Company agrees“Proxy Statement”), as to itself and its Subsidiaries, that at the date of mailing to shareholders each of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below)Parent Holdco shall, (a) the Proxy Statement will comply in all material respects or shall cause their respective Affiliates to, prepare and file with the applicable provisions of SEC all other documents required by the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby, and Parent Holdco and the Company shall cooperate with each other in connection with the preparation of the Proxy Statement and any such other filings. Subject to Section 5.2, the Proxy Statement shall include the Company Recommendation; provided, that if the Company Board shall have effected a Change of Recommendation in accordance with Section 5.2, then in submitting this Agreement to the Company’s stockholders, the Company Board may submit this Agreement to the Company’s stockholders without the Company Recommendation, in which event the Company Board may communicate the basis for its lack of recommendation to the Company’s stockholders in the Proxy Statement or an appropriate amendment thereof or supplement thereto. Notwithstanding any Change of Recommendation, unless this Agreement shall have been terminated, the Company shall be nonetheless required to hold the Stockholders Meeting and submit this Agreement to the Company’s stockholders thereat. Parent Holdco and the Company agree to provide or cause to be provided all information with respect to itself, its Affiliates and their respective Representatives as may be reasonably requested by this Agreementthe other party for inclusion in the Proxy Statement and any such other filings. The Company shall include in the Proxy Statement (i) the Fairness Opinion, in its entirety, together with a summary thereof, and (ii) the information required by Section 262(d)(2) of the DGCL such that the Proxy Statement constitutes a notice of appraisal rights under Section 262(d)(2) of the DGCL. The Company shall use reasonable best efforts to cause the Proxy Statement when filed to comply as to form, in all material respects, with the provisions of the Exchange Act, the rules and regulations promulgated thereunder and the rules of the NYSE.

Proxy Statement. The Company As promptly as practicable after the execution of this Agreement, the Company, in cooperation and consultation with the Buyer, shall prepare and file with the SEC the Proxy Statement in preliminary form and any other document to be filed by the Company with the SEC in connection with the Merger. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the date resolution of this Agreementany such comments. The Company will provide 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 Parent a reasonable opportunity 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 review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects respects, when filed, with the all applicable provisions requirements of the Exchange Act Law and the rules and regulations thereunder and (b) none of the information supplied by it promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or any of its Subsidiaries for inclusion or incorporation by reference in supplement to the Proxy Statement will so that the Proxy Statement and any other documentation to be filed by the Company with the SEC in connection with the Merger shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the Buyer or the Company, as the case may be, shall as soon as reasonably practicable notify Parent promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the receipt of all comments of the SEC with respect Company, such amendment or supplement. Notwithstanding anything to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide contrary stated above, prior to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and filing (with the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or filing any other statement, filing, notice or application made by or on behalf of Parent, document to be filed with the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity SEC in connection with the Merger (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and the transactions contemplated by this Agreementcomment on such document or response.

Proxy Statement. The Company ADSX and MAS shall cooperate and promptly prepare and MAS shall file the Proxy Statement in preliminary form with the SEC as promptly soon as reasonably practicable after a proxy statement with respect to the date of this AgreementMAS Stockholders Meeting (the "Proxy Statement"). The Company parties will provide cause the --------------- Proxy Statement to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, comply as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder thereunder. MAS shall use all reasonable efforts, and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in ADSX will cooperate with MAS, to have the Proxy Statement cleared by the SEC as promptly as practicable. MAS shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Proxy Statement to ADSX and advise ADSX of any material oral comments with respect to the Proxy Statement received from the SEC. MAS agrees that the Proxy Statement and each amendment or supplement thereto at the time of mailing thereof and at the time of the MAS Stockholders Meeting will contain any not include an 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 therein, in order light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by MAS in reliance upon and in conformity with written information concerning ADSX furnished to MAS by ADSX specifically for use in the Proxy Statement. ADSX agrees that the written information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the MAS Stockholders Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and any amendments or supplements thereto shall be approved by ADSX, which such approval shall not be unreasonably withheld, conditioned or delayed. ADSX shall assist MAS in the preparation of any pro forma financial statements required to be included in the Proxy Statement. MAS will advise ADSX promptly of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Whenever any event or condition affecting MAS or ADSX occurs that is required to be set forth in an amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company , such party will promptly inform the other of such occurrence and Parent shall each use its reasonable best efforts to promptly provide responses to cooperate in filing with 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 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statementGovernmental Authority, filingand in mailing to stockholders of MAS, notice such amendment or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementsupplement.

Proxy Statement. The Company shall prepare and file When the Proxy Statement (the "Proxy Statement") to be distributed to stockholders in preliminary form connection with the SEC as promptly as reasonably practicable after Merger shall first be mailed or distributed to such stockholders (the date of this Agreement. The Company will provide "Mailing Date"), the information with respect to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of Company Subsidiaries set forth in the Stockholders’ Meeting (as defined in Section 6.4 below), Proxy Statement (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules General Rules and regulations Regulations of the Securities and Exchange Commission (the "Commission") thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the 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 statements thereinProxy Statement not untrue or misleading in any material respect, in light 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 circumstances under which they were madeMerger, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC information with respect to the Company and the Company Subsidiaries set forth in the Proxy Statement and of any request by the SEC for any amendment or supplement all amendments and supplements thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of (i) will comply in all material correspondence between respects with the Company and/or any provisions of its representatives on the one hand, Exchange Act and the SECGeneral 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, on the other hand, except that no representation is hereby made as to any 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 supplement to or amendment of the Proxy Statement. The Company and Parent , which shall each use its reasonable best efforts be necessary in order to promptly provide responses to the SEC with respect to all comments received on make the Proxy Statement not untrue or misleading in any material respect, unless such supplement or amendment shall have been made by the SEC and Company prior to the Company shall cause Effective Time of 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementMerger.

Proxy Statement. The Company If and to the extent a Stockholders' Meeting is required pursuant to Section 6.6, as promptly as practicable after execution of this Agreement, Buyer shall prepare a Proxy Statement file it with the SEC under the Exchange Act and file use all reasonable efforts to have the Proxy Statement cleared by the SEC. Seller shall, and shall use reasonable efforts to cause the Company to, cooperate with Buyer in preliminary form with the SEC as promptly as reasonably practicable after the date preparation of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Buyer shall as soon as reasonably practicable notify Parent Seller of the receipt of all any comments of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information information, and shall as soon as reasonably practicable provide to Parent Seller promptly copies of all material correspondence between the Company and/or Buyer or any representative of its representatives on the one hand, Buyer and the SEC, on . Buyer shall give Seller and its counsel the other hand, opportunity to review the Proxy Statement prior to its being filed with respect the SEC and shall give Seller and its counsel the opportunity to review all amendments and supplements to the Proxy StatementStatement 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 Buyer and Parent shall Seller each agrees to use its reasonable best efforts efforts, after consultation with the other party, to respond promptly provide responses to the SEC with respect to all such comments received on of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, Buyer shall mail the Proxy Statement to its stockholders. Prior to the date of approval of the Acquisition or the Financing by Buyer's stockholders, each of Buyer and Seller shall correct promptly any information provided by it to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and Buyer shall take all steps necessary to file with the SEC and have cleared by the SEC and the Company shall cause the definitive Proxy Statement any amendment or supplement 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statementso as to correct the same and to cause the Proxy Statement as so corrected to be disseminated to the stockholders of Buyer, filing, notice or application made in each case to the extent required by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementapplicable law.

Proxy Statement. The As promptly as practicable after execution of this Agreement, the Company shall prepare and the Proxy Statement, which shall, subject to Section 5.08, include the Directors' Recommendation, file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after under the date Exchange Act, 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 this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all any comments of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent promptly copies of all material correspondence between the Company and/or or any representative of its representatives on the one hand, Company and the SEC, on . The Company shall give Parent and its counsel the other hand, opportunity to review the Proxy Statement prior to its being filed with respect the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy StatementStatement 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 Each of the Company, Parent and Parent shall each Merger Subsidiary agrees to use its reasonable best efforts efforts, after consultation with the other parties hereto, to respond promptly provide responses to the SEC with respect to all such comments received on of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. Prior to the date of approval of the Merger by the Company's stockholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the definitive Proxy Statement as so corrected to be mailed promptly after disseminated to the date stockholders of the SEC staff advises that it has no further comments thereon or Company, in each case to the extent required by applicable law, except that the Company may commence mailing postpone its previously scheduled annual meeting of stockholders in accordance with the Proxy Statement. Subject NRS in order to applicable Laws, enable the Company and Parent (with respect Stockholders' Approval to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and considered at such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementannual meeting.

Proxy Statement. The Company For the purposes of holding the Shareholders Meeting, BFC shall prepare draft and file prepare, and BCML shall cooperate in the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date preparation of this Agreement. The Company will provide to Parent a reasonable opportunity to review proxy statement satisfying all applicable requirements of applicable state and comment upon the Proxy Statementfederal securities laws, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder (such proxy statement in the form mailed to the shareholders of BFC, together with any and (b) none of all amendments or supplements thereto, being herein referred to as the information supplied by it or any of “Proxy Statement”). BFC shall use its Subsidiaries for inclusion or incorporation by reference in best efforts to have the Proxy Statement will contain approved by the New Mexico Corporations bureau, if required, as promptly as practicable, and following such approval, BFC shall thereafter promptly mail the Proxy Statement to BFC’s shareholders. BFC shall give BCML and its counsel the opportunity to review and comment on the Proxy Statement prior to its being filed with the New Mexico Corporations bureau, if required, and shall give BCML and its counsel the opportunity to review and comment on 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 New Mexico Corporations bureau, if required. Each of BCML and BFC agrees to use reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the New Mexico Corporations bureau, if required, and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of common stock entitled to vote at the Shareholders Meeting at the earliest practicable time. BFC and BCML shall promptly notify the other party if at any time it becomes aware that the Proxy Statement contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Company In such event, BCML shall as soon as reasonably practicable notify Parent cooperate with BFC in the preparation of the receipt of all comments of the SEC with respect a supplement or amendment to the such Proxy Statement that corrects such misstatement or omission, and of any request by BFC shall file an amended Proxy Statement with the SEC for any amendment or supplement thereto or for additional information New Mexico Corporations bureau, as required, and shall as soon as reasonably mail such supplement or amendment to holders of BFC Common Stock entitled to vote at the Shareholders Meeting, at the earliest practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementtime.

Proxy Statement. The Company shall If the adoption of this Agreement by the stockholders of Nyer is required under applicable law in order to consummate this transaction and the transactions contemplated thereby, Nyer shall, as promptly as practicable, and in any event within thirty (30) days following the date hereof, prepare and file with the SEC the Proxy Statement. Nyer shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement in preliminary form with the SEC to be mailed to its stockholders as promptly as reasonably practicable after the date resolution of this Agreementany such comments. The Company will Nyer shall notify 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 Buyer with copies of all correspondence between Nyer 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. Nyer shall cooperate and provide to Parent Buyer with a reasonable opportunity to review and comment upon on the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date draft of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will (including each amendment or supplement thereto). Nyer shall use commercially reasonable efforts to cause all documents that Nyer is responsible for filing with the SEC or other regulatory authorities under this Section 8.18 to comply in all material respects with the all applicable provisions requirements of the Exchange Act law and the rules and regulations thereunder and (b) none promulgated thereunder. If at any time prior to the Closing Date, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement 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 the light of the circumstances under which they were made, not misleading, the party which discovers such information supplied shall promptly notify the other parties hereto and, to the extent required by it applicable law, an appropriate amendment or supplement describing such information shall be promptly filed by Nyer with the SEC and disseminated by Nyer to the stockholders of Nyer. If at any time prior to the Closing Date, any information relating to Seller, Nyer, Buyer or any of its Subsidiaries for inclusion their respective Affiliates or incorporation any of their respective officers or directors should be discovered by reference Seller, Nyer or Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the party that discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to the shareholders of Nyer. The Company shall as soon as reasonably practicable notify Parent of Notwithstanding anything to the receipt of all contrary stated above, prior to filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Nyer shall provide Buyer with a reasonable opportunity to the Proxy Statement review and of any request by the SEC for any amendment comment on such document or supplement thereto or for additional information response and shall as soon as include in such document or response comments reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made proposed by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementBuyer.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, shall comply as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder thereunder. The Company shall use its best efforts, and (b) the Holder will cooperate with the Company, to have 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 the Proxy Statement to the Holder and advise the Holder of any oral comments with respect to the Proxy Statement received from the SEC. The Holder agrees that none of the information supplied or to be supplied by it or any of its Subsidiaries 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 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, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent agrees that none of the receipt of all comments of information supplied or to be supplied by the SEC with respect to Company for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of any request by mailing thereof and at the SEC for 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 amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide prior to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and filing such with the SEC, on and will provide the other hand, Holder with respect a copy of all such filings made with the SEC. No amendment or supplement to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to information supplied by the SEC with respect to all comments received on Holder for inclusion in the Proxy Statement by shall be made without the SEC and the Company approval of such Holder, which approval shall cause the definitive Proxy Statement to not be mailed promptly after the date the SEC staff advises that it has no further comments thereon unreasonably withheld or that the Company may commence mailing the Proxy Statementdelayed. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement11 4.6.

Proxy Statement. As promptly as reasonably practicable after the execution of this Agreement (and in no event later than 20 days from the date of this Agreement), the Company shall prepare the Proxy Statement and file it with the SEC and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing. The Company shall prepare use reasonable best efforts to respond as promptly as practicable to and file resolve all comments received from the SEC or its staff concerning the Proxy Statement in preliminary form with and shall cause the SEC Proxy Statement to be mailed to its shareholders as promptly as reasonably practicable after the date resolution of this Agreementany such comments. The Company will provide shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall not file the Proxy Statement or any amendments thereof with the SEC without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, with respect to disclosures relating to Parent or without otherwise providing Parent, Merger Sub and their counsel a reasonable opportunity to review and comment upon propose comments on the Proxy Statement or such amendments (and the Company shall in good faith give reasonable consideration to any such comments). The Company will not have or participate in any meetings or discussions with any Governmental Entity regarding the Proxy Statement without first consulting with Parent. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to it as may be required to be set forth in the Proxy Statement under applicable Law. Parent agrees that such information supplied by or any amendments on behalf of Parent or supplements theretoMerger Sub in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at on the date of mailing it is first mailed to shareholders of the Company and at the time of the Stockholders’ Shareholders Meeting or filed with the SEC (as defined in Section 6.4 belowapplicable), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent agrees that the Proxy Statement (i) will not, on the date it is first mailed to shareholders of the receipt of all comments Company and at the time of the SEC Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the foregoing shall not apply with respect to information contained or incorporated by reference in the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made supplied by or on behalf of Parent, Parent or Merger Sub for inclusion (or incorporation by reference) in the Company or any of their respective Subsidiaries Proxy Statement and (ii) will comply as to any third party and/or any Governmental Entity form in connection all material respects with the Merger and applicable requirements of the transactions contemplated by this AgreementExchange Act.

Proxy Statement. The As promptly as practicable after execution of this Agreement, the Company shall prepare and the Proxy Statement, which shall, subject to Section 5.08, include the Directors’ Recommendation, file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after under the date Exchange Act, 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 this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all any comments of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent promptly copies of all material correspondence between the Company and/or or any representative of its representatives on the one hand, Company and the SEC, on . The Company shall give Parent and its counsel the other hand, opportunity to review the Proxy Statement prior to its being filed with respect the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy StatementStatement 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 Each of the Company, Parent and Parent shall each Merger Subsidiary agrees to use its reasonable best efforts efforts, after consultation with the other parties hereto, to respond promptly provide responses to the SEC with respect to all such comments received on of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC SEC, the Company shall mail the Proxy Statement to the stockholders of the Company. Prior to the date of approval of the Merger by the Company’s stockholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement so as to correct the same and to cause the definitive Proxy Statement as so corrected to be mailed promptly after disseminated to the date stockholders of the SEC staff advises that it has no further comments thereon or Company, in each case to the extent required by applicable law, except that the Company may commence mailing postpone its previously scheduled annual meeting of stockholders in accordance with the Proxy Statement. Subject NRS in order to applicable Laws, enable the Company and Parent (with respect Stockholders’ Approval to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and considered at such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementannual meeting.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as As promptly as reasonably practicable after the date of this Agreement, the Buyer shall prepare a proxy statement with respect to the foregoing general meeting, which proxy statement shall include a recommendation of Buyer's board of directors to approve all matters set forth in Section 3.3.7 of the Buyer Disclosure Schedule and shall be in form and substance to the reasonable satisfaction of the Company (the "Proxy Statement"). The Buyer shall: (i) cause the Proxy Statement to comply with applicable legal requirements; (ii) provide the Company will provide to Parent with a reasonable opportunity to review and comment upon on any draft of the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference include in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make all changes reasonably proposed by the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect to Company; (iii) promptly cause the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses be submitted to the SEC with respect to all comments received on the Proxy Statement by the SEC a Form 6-K; and the Company shall (iv) cause the definitive Proxy Statement to be mailed to the Buyer's shareholders as promptly after as practicable following the date of this Agreement. If any event relating to the SEC staff advises Buyer occurs, or if the Buyer becomes aware of any information, that it has no further comments thereon or that the Company may commence mailing should be disclosed in a supplement to the Proxy Statement. Subject to applicable Laws, then the Buyer shall promptly inform the Company of such event or information and Parent (with respect to itself and Merger Sub) each shall, upon request in accordance with the procedures set forth above, (i) prepare and submit to the SEC a Form 6-K that shall include such amendment or supplement as soon thereafter as is reasonably practicable, and (ii) if appropriate, cause such supplement to be mailed to the shareholders of the Buyer or otherwise inform the Buyer's shareholders of such events, in such manner that shall be elected by the other, furnish Buyer and which complies with applicable legal requirements. The Company will cooperate with the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable Buyer in connection with the preparation of the Proxy Statement or any other statementand will provide all information reasonably required to be provided by it for inclusion in the Proxy Statement, filing, notice or application made by or on behalf all of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity which shall be complete and accurate in connection with the Merger and the transactions contemplated by this Agreementall material respects.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the date hereof, the Company shall prepare in consultation with Parent, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company shall prepare use its commercially reasonable efforts to cause the foregoing to be filed with the SEC, on a preliminary basis, not later than the twenty first (21st) day subsequent to the date hereof, but in no event shall the foregoing be filed more than thirty (30) days subsequent to the date hereof; provided, however, that, if on such thirtieth (30th) day, the Company is ready to file such proxy statement subject only to Parent’s approval, such thirty (30) day time period shall be extended until receipt of Parent’s approval. The Company and file Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement in preliminary form with to be disseminated to the SEC holders of Company Common Stock as promptly as reasonably practicable after following the date clearance thereof by the SEC or the expiration of this Agreement. The Company will provide to Parent a reasonable opportunity to the review and comment upon the Proxy Statement, period therefor if there is or any amendments or supplements thereto, prior to filing the same with has been no review by the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) shall cause the Proxy Statement will to, when filed with the SEC, comply in all material respects with the applicable provisions requirements of the Exchange Act and all other Laws. Subject to Section 4.4(b), the rules and regulations thereunder and (b) none Proxy Statement shall include the recommendation of the Board of Directors of the Company that the holders of Company Common Stock vote in favor of the approval of this Agreement and the Merger. The Board of Directors of the Company shall in good faith take all actions reasonably requested by Parent to solicit from holders of Company Common Stock proxies in favor of adoption of this Agreement and approval of the Merger for the Company Meeting, provided that the Board of Directors of the Company shall not be prevented from acting in accordance with Section 4.4(b). If at any time prior to the Company Meeting, any information supplied by it relating to the Company, Parent, or Merger Sub, or any of its Subsidiaries for inclusion their respective directors, officers or incorporation affiliates, should be discovered by reference the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement will 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, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall as soon as reasonably practicable notify provide Parent and its counsel a reasonable opportunity to review, comment and approve (which such approval shall not be unreasonably withheld or delayed) the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of the receipt of all any oral comments of received from the SEC or its staff 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 as soon as reasonably practicable provide to Parent copies of and its counsel any and all material correspondence between written comments that the Company and/or any of or its representatives on counsel may receive from the one hand, and the SEC, on the other hand, SEC or its staff with respect to the Proxy StatementStatement promptly after receipt thereof. The Company and Parent shall each use its reasonable best efforts efforts, after consultation with Parent, to promptly provide responses respond to the and resolve all SEC comments 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 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementreceipt thereof.

Proxy Statement. The (a) Each party will cooperate with the other party, and their representatives, in the preparation of a proxy statement and prospectus and other proxy solicitation materials constituting a part thereof (the “Proxy Statement”), to be filed with the SEC in connection with (i) the solicitation of proxies from the stockholders of Holding Company for the Holding Company Stockholders Meeting, and (ii) the offering and issuance of Towne Common Stock in the Merger. Each party agrees to cooperate with the other party, its legal, financial and accounting advisors, in the preparation of the Proxy Statement. Each party shall prepare and file furnish to other parties such information relating to it and its directors, officers and stockholders and such party’s business and operations as may be reasonably required to comply with SEC rules and regulations or SEC staff comments in connection with the Proxy Statement, which information may be based on such party’s knowledge of and access to the information required for said document and advice of counsel with respect to SEC disclosure obligations. Each party shall provide the other parties and its legal, financial and accounting advisors the opportunity to review and provide comments: (i) upon such Proxy Statement a reasonable time prior to its filing in preliminary and definitive forms and (ii) on all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments relating to the Proxy Statement a reasonable time prior to filing or submission to the SEC. Each party shall consider in preliminary form good faith all comments from the other parties and their respective legal, financial and accounting advisors to the Proxy Statement, all amendments and supplements thereto and all responses to requests for additional information, and shall not include any information in the foregoing about a party or its officers, directors, business, arrangements, operations or stock or the Transaction that has not been approved by the other parties, which approval shall not be unreasonably withheld, delayed or conditioned. Each party agrees to cooperate with the other parties and each other party’s counsel and accountants in requesting and obtaining appropriate opinions, consents, analyses and letters from its financial advisor and independent auditor in connection with the Proxy Statement. Each party agrees to use its commercially reasonable efforts to cause the Proxy Statement to be cleared by the SEC for use in definitive form as promptly as reasonably practicable after the date of this Agreement. The Company will provide preliminary filing thereof and to Parent cause a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by the SEC and the Company shall cause the definitive Proxy Statement to be mailed to the Holding Company stockholders as promptly after the date the SEC staff advises that it has no further comments thereon as reasonably practicable thereafter. Towne also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or that the Company may commence mailing the Proxy Statement. Subject “Blue Sky” permits and approvals required to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and carry out the transactions contemplated by this Agreement.

Proxy Statement. The Company Following delivery to Accessity of the audited balance sheets as of December 31, 2003 and the related statements of income and changes in financial position or cash flows, as appropriate, for the period then ended for each of the Acquired Companies and subject to the reasonable satisfaction of Accessity with same and with the results of its due diligence investigation of the Acquired Companies as of such time, promptly thereafter, Accessity shall prepare and file the Proxy Statement in preliminary form cause to be filed with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect to the Accessity Special Shareholders' Meeting (the "Proxy Statement Statement") and any other documents required by the Securities Act, the Exchange Act or any other federal, foreign or state Blue Sky or related laws in connection with the Share Exchange and the transactions contemplated by this Agreement (collectively, "Other Filings"). Accessity will notify each of the Acquired Companies of any comments from the SEC or its staff or any other Governmental Body and of any request by the SEC or its staff or any other Governmental Body for amendments to the Proxy Statement or any amendment or supplement thereto Other Filings or for additional information and shall as soon as reasonably practicable provide to Parent will supply each of the Acquired Companies with copies of all material correspondence between the Company and/or Accessity and any of its representatives Advisors or representatives, on the one hand, and the SECSEC or its staff or any other Governmental Body, on the other hand, with respect to the Proxy Statement, any Other Filings or the Share Exchange. The Company and Parent Accessity shall each use its all commercially reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on cause the Proxy Statement and any Other Filings to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the Company shall SEC or its staff or any other Governmental Body. Accessity will use all reasonable efforts to cause the definitive Proxy Statement to be mailed to Accessity's shareholders, as promptly as practicable after the date Proxy Statement is permitted to be mailed under the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company rules and Parent (with respect to itself and Merger Sub) each shall, upon request regulations promulgated by the other, SEC. Each of the Acquired Companies shall promptly furnish the other with to Accessity all information concerning itself, its Subsidiaries, directors, officers and stockholders such Acquired Company and such other matters as Acquired Company's shareholders that may be required or reasonably necessary or advisable requested in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions action contemplated by this AgreementSection 11.6.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly (a) As soon as reasonably practicable after the date of this Agreement. The , the Company will provide prepare and file with the SEC, a proxy statement relating to Parent the Company Stockholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) and a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement and will 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 Xxxxxx & Xxxxx Parties and their counsel with respect to such filings and shall afford the Xxxxxx & Noble Parties reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SECthereon. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of Xxxxxx & Xxxxx Parties will provide the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the any information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact and the Schedule 13E-3 which may be required to be stated therein or necessary in order to make under applicable law and which is reasonably requested by the statements therein, in light of the circumstances under which they were made, not misleadingCompany. The Company shall as soon as reasonably practicable will promptly notify Parent the Xxxxxx & Noble Parties of the receipt of all any comments of from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment amendments or supplement thereto supplements to the Proxy Statement or the Schedule 13E-3 or for additional information information, and shall as soon as reasonably practicable provide to Parent will supply the Xxxxxx & Xxxxx Parties with copies of all material correspondence between the Company and/or and any of its representatives representatives, on the one hand, and the SECSEC or members of its staff, on the other Table of Contents hand, with respect to the Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Company and Parent shall each use its reasonable best efforts to promptly provide responses If at any time prior to the SEC with respect to all comments received on the Proxy Statement Company Stockholders’ Meeting any event should occur which is required by the SEC and the Company shall cause the definitive Proxy Statement applicable law to be mailed promptly after the date the SEC staff advises that it has no further comments thereon set forth in an amendment of, or that the Company may commence mailing the Proxy Statement. Subject to applicable Lawsa supplement to, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parentthe Schedule 13E-3, the Company will prepare and, if appropriate, mail to its stockholders such amendment or any of their respective Subsidiaries supplement; provided, however, that prior to any third party and/or any Governmental Entity in connection such mailing, the Company will consult with the Merger Xxxxxx & Noble Parties and their counsel with respect to such amendment or supplement and shall afford the transactions contemplated by this AgreementXxxxxx & Xxxxx Parties reasonable opportunity to review and comment thereon.

Proxy Statement. The Company shall prepare and file provide each stockholder entitled to vote at the Proxy Statement in preliminary form with next meeting of stockholders of the SEC Company, which the Company shall cause to occur as promptly soon as reasonably practicable commercially reasonable after the date of this Agreement. The , but in any event on or before September 30, 2002 (the "STOCKHOLDER MEETING DEADLINE"), a proxy statement which has been previously reviewed by Oak and a counsel of their choice (and with respect to which the Company will provide has used its best efforts to Parent a reasonable opportunity to review accept the comments of Oak and comment upon counsel), soliciting each such stockholder's affirmative vote at such stockholder meeting for approval of (i) the Proxy Statement, or any amendments or supplements thereto, prior to filing Series B Certificate of Amendment and (ii) the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date Company's issuance of mailing to shareholders Conversion Shares in excess of the Company and at the time of the Stockholders’ Meeting Exchange Cap (as defined in Section 6.4 below)the Certificates of Designations) in accordance with applicable law (including applicable securities law, (arules and regulations) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any Principal Market (such affirmative approvals being referred to herein collectively as the "STOCKHOLDER APPROVAL"), and the Company shall solicit its stockholders' approval of its Subsidiaries for inclusion or incorporation by reference the Series B Certificate of Amendment and such issuance of the Conversion Shares and the granting of voting rights to the holders of Preferred Shares. Such solicitation shall include the recommendation of the Board of Directors in favor of Stockholder Approval, unless the Proxy Statement will contain any untrue statement Board of a material fact or omit Directors determines in good faith after consultation with counsel to state any material fact required to the Company that making such recommendation would be stated therein or necessary in order to make inconsistent with the statements thereinBoard of Directors' fiduciary duties under applicable law, in light of which case, the circumstances under which they were made, not misleadingCompany shall submit such matter to the Company's stockholders without such recommendation. The Company shall as soon as reasonably practicable promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and Buyers of any request comments by the SEC for any amendment or supplement thereto or for additional information on such proxy statement and shall as soon as reasonably practicable provide to Parent copies the Buyers with a copy of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statementsuch comments. The Company shall pay all fees 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable expenses in connection with satisfying its obligations under this Section 5(k) and reimburse the Proxy Statement or any other statement, filing, notice or application made by or on behalf Buyers for the fees and expenses of Parent, one counsel to the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity Buyers in connection with such counsel's review of the Merger and proxy statement referred in the transactions contemplated by first sentence of this AgreementSection 5(k).

Proxy Statement. The Company shall (i) as promptly as practicable prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable SEC, after the date of this Agreement. The Company will provide to providing Parent with a reasonable opportunity to review and comment upon 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, or any amendments or supplements thereto, prior to filing the same ”). The Proxy Statement shall comply in all material respects with the SECExchange Act and shall include all information and statements which any Party shall reasonably believe to be necessary for inclusion therein. The Company agreesagrees that none of the information concerning or related to the Company or any of its Subsidiaries or any of the Company Properties contained or incorporated by reference in the Proxy Statement will, as to itself and its Subsidiaries, that at the date of mailing it is first mailed to the shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below)Special Meeting, (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The Company shall as soon as reasonably practicable notify use reasonable efforts to obtain and furnish the information required to be included in the Proxy Statement, promptly inform Parent of the receipt of all comments of from the SEC, and respond promptly, after review and comment by Parent, to any comments made by the SEC with respect to the Proxy Statement and of any request 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 SEC for Company in connection with the preparation of the Proxy Statement. Whenever any event occurs, or there is any change in facts, which is required to be set forth in an amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Proxy Statement, the Company and/or any of its representatives on the one hand, and the SEC, 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 Preferred Shareholders, such amendment or supplement 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf Table of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.Contents

Proxy Statement. The As promptly as practicable after execution of this Agreement, the Company shall prepare and file the Proxy Statement, and use all reasonable efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and the Company shall cooperate with each other in preliminary form with the SEC as promptly as reasonably practicable after the date preparation of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all any comments of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide promptly to Parent copies of all material correspondence between the Company and/or or any representative of its representatives on the one hand, Company and the SEC, on . The Company shall give Parent and its counsel the other hand, opportunity to review the Proxy Statement prior to its being filed with respect the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy StatementStatement 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 Each of the Company, Parent and Parent shall each Merger Subsidiary agrees to use its reasonable best efforts efforts, after consultation with the other parties hereto, to respond promptly provide responses to the SEC with respect to all such comments received on of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. Prior to the date of approval of the Merger by the Company's shareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and the Company shall take all steps necessary to file with the SEC any amendment to the Proxy Statement so as to correct the same and to cause the definitive amended Proxy Statement to be mailed promptly after disseminated to the date Shareholders of the SEC staff advises that it has no further comments thereon or that Company, in each case to the Company may commence mailing the Proxy Statement. Subject to extent required by applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementlaw.

Proxy Statement. The Promptly following the date of this Agreement, the Company shall prepare a proxy statement relating to the Shareholders Meeting (as amended or supplemented, the "Proxy Statement") and the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (as amended or supplemented, the "Form S- 4"), in which the Proxy Statement in preliminary form with will be included. The Company shall use its reasonable best efforts to have the SEC Form S-4 declared effective under the Securities Act of 1933, as amended (the "Securities Act"), as promptly as reasonably practicable after the date of this Agreementsuch filing. The Company will provide use its reasonable best efforts to Parent a reasonable opportunity cause the Proxy Statement to review be mailed to the Company's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Company shall also take any action required to be taken under any applicable state securities laws in connection with the registration and comment upon qualification of the Non-Cash Election Shares in connection with the Merger. MergerCo and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, the Company will as promptly as practicable notify MergerCo of the receipt of any comments from the SEC and any request by the SEC for any amendment to the Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement and any amendment thereto, and all mailings to the Company's shareholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of MergerCo (which approval by MergerCo shall not be unreasonably withheld or any amendments or supplements theretodelayed). MergerCo will furnish to the Company the information relating to it required by the Securities Act, prior to filing the same with the SEC. The Company agreesSecurities Exchange Act of 1934, as to itself and its Subsidiaries, that at amended (the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below"Exchange Act"), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference promulgated thereunder, to be set forth in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingStatement. The Company shall as soon as reasonably practicable notify Parent of agrees to use its reasonable best efforts, after consultation with the receipt of all other parties hereto, to respond promptly to any comments of made by the SEC with respect to the Proxy Statement and of any request preliminary version thereof filed by the SEC for any amendment or supplement thereto or for additional information it and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by the SEC and the Company shall cause the definitive such Proxy Statement to be mailed promptly after to the date Company's shareholders at the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementearliest practicable time.

Proxy Statement. The Company As soon as reasonably as practicable after the execution of this Agreement, Buyer, in cooperation with Target, shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement. Buyer, or any amendments or supplements theretoacting through the Buyer Board, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference shall include in the Proxy Statement will contain (or any untrue statement supplement thereto filed pursuant to this Section 4) the unanimous (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 those directors that were present) recommendation of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent Buyer Board that the shareholders of the receipt Buyer vote in favor of all this Agreement and the adoption of this Agreement (the “Buyer Recommendation”). Buyer shall respond to any comments of the SEC with respect to or its staff and shall cause the Proxy Statement to be mailed to its shareholders at the earliest practicable time after the resolution of any such comments. Buyer shall notify Target 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 any amendment amendments or supplement thereto or for additional information supplements to the Proxy Statement and shall as soon as reasonably practicable provide to Parent supply Target with copies of all material correspondence between the Company and/or Buyer or any of its representatives 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 and Parent Provided that there shall each have been no change in the Buyer Recommendation, Buyer shall use its commercially reasonable best efforts to promptly provide responses obtain the Requisite Buyer Stockholder Approval. Buyer shall use commercially reasonable efforts to cause all documents that Buyer is responsible for filing with the SEC or other regulatory authorities under this Section 4 to comply in all material respects with respect all applicable requirements of law and the rules and regulations promulgated thereunder. Target shall use commercially reasonable efforts to all comments received on provide, or to cause to be provided, to Buyer for inclusion in the Proxy Statement and any amendments or supplements thereto all information regarding Target and its Affiliates that may be required by the SEC applicable law and the Company shall cause the definitive Proxy Statement rules and regulations promulgated thereunder to be mailed promptly after the date the SEC staff advises that it has no further comments thereon so included. Whenever any event occurs which is required to be set forth in an amendment or that the Company may commence mailing supplement to the Proxy Statement. Subject to applicable Laws, Target or Buyer, as the Company and Parent (with respect to itself and Merger Sub) each shallcase may be, upon request by the other, furnish shall promptly inform the other with all information concerning itself, its Subsidiaries, directors, officers of such occurrence and stockholders and such other matters as may be reasonably necessary or advisable cooperate in connection filing with the Proxy Statement SEC or its staff or any other statementgovernment officials, filingand/or mailing to shareholders of Buyer, notice such amendment or application made by supplement. Notwithstanding the foregoing, Buyer shall not file with the SEC or on behalf of Parentmail to its shareholders the Proxy Statement, the Company any amendment thereto, any other soliciting material or any of their respective Subsidiaries such other documents without providing Target a reasonable opportunity to any third party and/or any Governmental Entity in connection with the Merger review and the transactions contemplated by this Agreementcomment on such documents.

Proxy Statement. The As promptly as practicable, and in no event later than twenty days after the execution and delivery of this Agreement, the Company shall prepare and file the Proxy Statement in preliminary form cause to be filed with the SEC as promptly as reasonably practicable after the date preliminary proxy statement (the "Preliminary Proxy Statement") to be sent to the stockholders of this Agreementthe Company relating to the Company Stockholder Meeting. Upon receipt by the Company from the SEC that the SEC has no comments on the Preliminary Proxy Statement, that the SEC has no further comments on the Preliminary Proxy Statement or the review period by the SEC expires without comment, the Company will file the definitive proxy statement (the "Proxy Statement") with the SEC and the Canadian Securities Authorities. The Company will provide to shall give Parent a reasonable the opportunity to review and comment upon on the Proxy Statement and the Company shall consider Parent's reasonable comments with respect to the same. The Company will cause the Proxy Statement to be mailed to the stockholders of the Company as of the record date (determined in accordance with Section 6.2). Without limiting the generality of the foregoing, each of the Company and Parent shall, and shall instruct their respective Representatives to, reasonably cooperate with the other party hereto and its respective Representatives in the preparation of the Proxy Statement, and shall furnish the other party hereto with all information concerning it and its Affiliates as the other party hereto may deem reasonably necessary or any amendments or supplements thereto, prior to filing the same advisable in connection with the SECpreparation and filing of the Proxy Statement. The Proxy Statement shall include the Company Recommendation, and a copy or detailed description of the Fairness Opinion and shall state that the Committee has received the Fairness Opinion. The Company agreesshall also use commercially reasonable efforts to obtain any necessary consents from Xxxxx and Xxxxx, as its auditors and any other person required under Canadian Securities Laws to itself and its Subsidiaries, that at the date use of mailing any financial or technical information required to shareholders of be included in the Company and at the time of the Stockholders’ Meeting Proxy Statement. No amendment or supplement (as defined in Section 6.4 below), (aincluding by incorporation by reference) to the Proxy Statement will shall be made without the prior review and approval of Parent and the Company (which approval shall not be unreasonably withheld, conditioned or delayed), except to the extent any disclosure contained therein relates to an Adverse Recommendation Change. The Company shall cause the Proxy Statement to comply in all material respects as to form and substance with the applicable provisions requirements of the Securities Act, the Exchange Act and the rules Canadian Securities Laws, and regulations thereunder and (b) none shall provide stockholders of the Company with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Stockholder Meeting. The information supplied or to be supplied by it or any of its Subsidiaries either party hereto for inclusion or incorporation by reference in the Proxy Statement will shall not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Company 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 the light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC ; provided that neither party makes any such covenant with respect to information supplied by the other party. Without limiting the generality of the foregoing, prior to the Effective Time, the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Proxy Statement so that any such document would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and of any request by the SEC for any as promptly as practicable thereafter, an appropriate amendment or supplement thereto or for additional describing such information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between be filed promptly with the Company and/or any of its representatives on the one hand, SEC and the SECCanadian Securities Authorities and, on the other hand, with respect to the Proxy Statementextent required by applicable Law, the SEC or the Canadian Securities Authorities, disseminated to the stockholders of the Company. The Company and Parent shall each notify the other as promptly as practicable after the receipt by such party of any written or oral comments of the SEC, the Canadian Securities Authorities or its their staff on, or of any written or oral request by the SEC, and the Canadian Securities Authorities or its their staff for amendments or supplements to, the Proxy Statement, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC and the Canadian Securities Authorities or its their staff with respect to any of the foregoing filings. The Company shall make any other necessary filings with respect to the Merger under the Securities Act, and the Exchange Act, and applicable Canadian Securities Laws and the rules and regulations thereunder and shall use its reasonable best efforts to promptly provide responses ensure that such filings after the date of this Agreement and prior to the SEC Closing Date (and, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) will not contain any untrue statement of a material fact or omit (or will have omitted) to state a 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 were made, not misleading; provided that neither party makes any such covenant with respect to all comments received on the Proxy Statement information supplied by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementparty.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC (a) As soon as promptly as reasonably practicable after following the date of this Agreement, the Company shall prepare and no later than the tenth (10th) Business Day following the public announcement of the execution and delivery of this Agreement, the Company shall file with the SEC the Proxy Statement for use in connection with the solicitation of proxies from shareholders of the Company in connection with the Merger and the Company Shareholders’ Meeting. The Company will provide and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Laws, the Company shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to shareholders of the Company as promptly as practicable following the filing thereof with the SEC. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall file with the SEC the definitive Proxy Statement, and shall cause the mailing of the definitive Proxy Statement to the shareholders of the Company, on or prior to the second (2nd) Business Day immediately following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act. 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 upon thereon, including in such filings, amendments, supplements and correspondence all comments reasonably proposed by Parent and receiving the approval of Parent (which approval shall not be unreasonably withheld or delayed). The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or any amendments or supplements comments thereon and responses thereto, prior or requests by the SEC or its staff for additional information in connection therewith, and shall provide Parent with copies of all correspondence between the Company or any of its advisors or representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing the same with the SEC. The If the Company agrees, as or its outside legal counsel intends to itself initiate a telephone conference or meet with the SEC and its Subsidiariesstaff related to the Proxy Statement, that at this Agreement or the date of mailing to shareholders of Merger, the Company shall so inform the Parent and solicit input on the items planned to be discussed during such telephone conference or meeting. If at any time prior to the time Company Shareholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Stockholders’ Meeting (as defined Company or Parent which should be set forth in Section 6.4 below), (a) an amendment or supplement to the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in so that the Proxy Statement will contain does not include any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect to cause the Proxy Statement to comply as to form and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of substance in all material correspondence between respects with the Company and/or any applicable requirements of its representatives on the one handExchange Act, California Law and the SEC, on rules of the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementNasdaq.

Proxy Statement. The If the Closing occurs, the Company shall prepare call and file the Proxy Statement in preliminary form with the SEC hold a special meeting of its stockholders, as promptly as reasonably practicable after the Closing, but no later than six months following the Closing Date (the “Meeting End Date”) to vote on proposals (collectively, the “Stockholder Proposal”) to approve the issuance of shares of Common Stock in connection with the conversion of the Debentures into shares of Common Stock pursuant to Section 4 of the Debentures and the right of each Purchaser to purchase shares of Common Stock pursuant to Section 4.3 hereof (“Stockholder Approval,” and the date on which such approval is obtained, the “Stockholder Approval Date”). The board of this Agreementdirectors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal, and shall not modify or withdraw such resolution. In connection with such meeting, the Company shall promptly prepare (and the Purchasers will reasonably cooperate with the Company to prepare) and file (but in no event more than 90 days following the Closing) with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance by the SEC. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company will provide agrees that each proxy statement referred to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, in this Section 4.6 shall comply as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder and (b) that none of the information supplied by it included or any of its Subsidiaries for inclusion or incorporation incorporated by reference in any such proxy statement will, at the Proxy Statement will date it is filed with the SEC or mailed to the stockholders of the Company or at the time of the 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, in light of the circumstances under which they were are made, not misleading, except for statements made in such proxy statement based exclusively on information supplied in writing by or on behalf of the Purchasers specifically and explicitly for inclusion or incorporation by reference therein. Each of the Purchasers and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall as soon as reasonably practicable notify Parent of consult with the receipt of all comments of the SEC with respect Purchasers prior to the Proxy Statement and of mailing any request by the SEC for proxy statement, or any amendment or supplement thereto thereto, and provide the Purchasers with a reasonable opportunity to comment thereon. The Company shall promptly notify the Purchasers upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for additional information amendments or supplements to any proxy statement and shall as soon as reasonably practicable provide to Parent the Purchasers with copies of all material correspondence between the Company and/or any of it and its representatives representatives, on the one hand, and the SEC, on the other hand. The directors’ recommendation described in this Section 4.6 shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approval of the Stockholder Proposal is not obtained at such special stockholders’ meeting, the Company shall include a proposal to approve (and, the board of directors shall recommend approval of) such Stockholder Proposal at a meeting of its stockholders (which may be an annual meeting) no less than once in each six-month period beginning on the Meeting End Date until such approval is obtained or made, and the other applicable provisions of this Section 4.6 shall apply 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and seeking such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementStockholder Proposal.

Proxy Statement. The Company shall promptly prepare and file the Proxy Statement in preliminary form with the SEC as promptly soon as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, which shall comply as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder thereunder. The Company shall use its best efforts, and (b) the Holder will cooperate with the Company, to have 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 the Proxy Statement to the Holder and advise the Holder of any oral comments with respect to the Proxy Statement received from the SEC. The Holder agrees that none of the information supplied or to be supplied by it or any of its Subsidiaries 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 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, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent agrees that none of the receipt of all comments of information supplied or to be supplied by the SEC with respect to Company for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of any request by mailing thereof and at the SEC for 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 amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide prior to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and filing such with the SEC, on and will provide the other hand, Holder with respect a copy of all such filings made with the SEC. No amendment or supplement to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to information supplied by the SEC with respect to all comments received on Holder for inclusion in the Proxy Statement by shall be made without the SEC and the Company approval of such Holder, which approval shall cause the definitive Proxy Statement to not be mailed promptly after the date the SEC staff advises that it has no further comments thereon unreasonably withheld or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementdelayed.

Proxy Statement. The (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Acceptance Time, the Company shall prepare and file with the SEC, the Proxy Statement for use in preliminary form connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as reasonably practicable after following the date filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of this Agreementthe Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company will shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. The Company shall provide to Parent Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment upon on the Proxy Statement, or any amendments or supplements thereto, Statement prior to the filing the same thereof with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company shall give reasonable and at the time of the Stockholders’ Meeting good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as defined in Section 6.4 belowsoon as reasonably practicable), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the receipt of all comments of Company or its counsel may receive from the SEC or its staff 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one handpromptly after such receipt, and the SEC, on the other hand, 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 by the SEC and the Company shall cause provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the definitive Proxy Statement formulation of any response to be mailed promptly after the date any such comments of the SEC or its staff advises that it has no further comments thereon or that (including a reasonable opportunity to review and comment on any such response, to which the Company may commence mailing the Proxy Statement. Subject shall give reasonable and good faith consideration to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application comments made by or on behalf of Parent, the Company or any of Acquisition Sub and their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementcounsel).

Proxy Statement. The Promptly following the date of this Agreement, the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement in preliminary form with the SEC will be included. The Company shall use its best efforts as promptly as reasonably practicable to have the Form S-4 declared effective under the Securities Act as promptly as practicable after the date of this Agreementsuch filing. The Company will provide use its best efforts to Parent a reasonable opportunity to review and comment upon cause the Proxy Statement, or any amendments or supplements thereto, prior Statement to filing be mailed to the same with Company's stockholders as promptly as practicable after the SECForm S-4 is declared effective under the Securities Act. The Company agreesshall also take any action required to be taken under any applicable state securities laws in connection with the registration and qualification in connection with the Merger of 34 common stock of the Company following the Merger. The information provided by the Company for use in the Form S-4, as and to itself be supplied by Newco in writing specifically for use in the Form S-4, shall, at the time the Form S-4 becomes effective and its Subsidiaries, that at on the date of mailing the Stockholders Meeting referred to shareholders of the Company above, be true and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply correct in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the statements therein, Company and Newco each agree to correct any information provided by it for use in light the Form S-4 which shall have become false or misleading. Newco and the Company will cooperate with each other in the preparation of the circumstances under which they were madeProxy Statement; without limiting the generality of the foregoing, not misleading. The the Company shall as soon as reasonably practicable will im- mediately notify Parent Newco of the receipt of any comments from the SEC and any request by the SEC for any amendment to the Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement and any amendment thereto, and all mailings to the Company's stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Newco (which approval by Newco shall not be unreasonably withheld). Newco will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company agrees to use its best efforts, after consultation with the other parties hereto, to respond promptly to any comments of made by the SEC with respect to the Proxy Statement and of any request preliminary version thereof filed by the SEC for any amendment or supplement thereto or for additional information it and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by the SEC and the Company shall cause the definitive such Proxy Statement to be mailed promptly after to the date Company's stockholders at the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementearliest practicable time.

Proxy Statement. The Company shall Merkxxx xxxll prepare and file with the SEC (with appropriate requests for confidential treatment, unless the parties hereto otherwise agree) under the Exchange Act, a proxy statement and form of proxies (such proxy statement and form of proxy, together with any amendments to supplements thereto, the "Proxy Statement") relating to the stockholder meeting of Merkxxx xxx the vote of the stockholders of Merkxxx xxxh respect 41 47 to this Agreement (the "Merkxxx Xxxckholders Meeting"). Merkxxx xxx RMSI will cause the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, comply as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder thereunder. Each of Merkxxx, xx the one hand, and (b) none RMSI, on the other hand, shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Proxy Statement. Merkxxx xxxll use its reasonable best efforts, and RMSI will cooperate with them, to have the Proxy Statement cleared with the SEC as promptly as practicable. Each of Merkxxx xxx RMSI, agrees promptly to correct any information supplied provided by it or any of its Subsidiaries for inclusion or incorporation by reference use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and each of the parties hereto further agrees to take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement as so amended or supplemented to be filed with the SEC and to be disseminated to Merkxxx'x xxxckholders, in each case as and to the extent required by applicable federal and state securities laws and the DGCL. Each of Merkxxx xxx RMSI agrees that the information provided by it for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof, will contain not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent Each of Merkxxx xxx RMSI will advise the other parties, and deliver copies (if any) to them, promptly after receipt thereof, of all comments of (i) any request by or correspondence or communication from the SEC with respect to the Proxy Statement (ii) any responses thereto and (iii) notice of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 time when the Proxy Statement by 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 been cleared or that the Company may commence mailing the Proxy Statement. Subject to applicable Lawsany supplement or amendment has been filed, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or issuance of any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementstop order.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as (a) As promptly as reasonably practicable after the date of this Agreement. The , the Company will provide to Parent shall prepare a reasonable opportunity to review and comment upon the Proxy Statement, or proxy statement (together with any amendments thereof or supplements thereto, prior to filing the same “Proxy Statement”) and, after consultation with, and approval by, Merger Sub (which shall not be unreasonably withheld or delayed), file the preliminary Proxy Statement with the SEC. The Company agrees, as shall use its reasonable best efforts to itself (i) obtain and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of furnish the information supplied required to be included by it or any of its Subsidiaries for inclusion or incorporation by reference the SEC in the Proxy Statement will contain Statement, respond, after consultation with Parent or Merger Sub, promptly to any 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. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of made by the SEC with respect to the Proxy Statement; and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (y) the conclusion of any SEC review of the preliminary Proxy Statement, cause a definitive Proxy Statement to be mailed to the Company’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by the Company without consultation and review by Parent or Merger Sub. The Company will promptly notify Parent and Merger Sub of the receipt of comments from the SEC and of any request by from the SEC for any amendment amendments or supplement thereto supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information information, and shall as soon as reasonably practicable provide to will promptly supply Parent and Merger Sub with copies of all material written correspondence between the Company and/or any of or its representatives representatives, on the one hand, and the SECSEC or members of its staff, on the other hand, with respect to the preliminary 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent, Merger Sub and Merger Partnership will cooperate with the Company in connection with the preparation of the Proxy Statement, including furnishing to the Company any and all information regarding Parent, Merger Sub and Merger Partnership and their respective Affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the Company Recommendation (as defined below), except to the extent that the Company Board shall have effected a Change in Recommendation, as permitted by and determined in accordance with Section 6.4(c).

Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Appointment Time and the end of any “subsequent offering period” permitted pursuant to this Agreement, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall prepare and file take all steps necessary to cause the Proxy Statement in preliminary form Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as promptly as reasonably practicable after and to the date of this Agreementextent required by applicable Laws. The Company will shall provide to Parent Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment upon on the Proxy Statement, or any amendments or supplements thereto, Statement prior to the filing the same thereof with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company shall give reasonable and at the time of the Stockholders’ Meeting good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as defined in Section 6.4 belowsoon as reasonably practicable), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the receipt of all comments of Company or its counsel may receive from the SEC or its staff 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one handpromptly after such receipt, and the SEC, on the other hand, 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 by the SEC and the Company shall cause provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the definitive Proxy Statement formulation of any response to be mailed promptly after the date any such comments of the SEC or its staff advises that it has no further comments thereon or that (including a reasonable opportunity to review and comment on any such response, to which the Company may commence mailing shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and, to the Proxy Statement. Subject to applicable Laws, extent deemed appropriate by the Company and Parent (with respect in its reasonable discretion, to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable participate in connection any discussions with the Proxy Statement SEC or its staff regarding any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementsuch comments.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as As promptly as reasonably practicable after the date of this Agreement. The , the Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) duly call, set a record date for, give notice of, convene and hold the Proxy Statement will comply in all material respects Company Stockholders Meeting solely to approve the Merger and the consummation of the transactions contemplated by this Agreement, (b) prepare and file with the applicable provisions of SEC a preliminary proxy statement which will include all information pertaining to the transactions contemplated hereby or as otherwise required by the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in therein, (c) promptly respond to any comments from the SEC with respect to the preliminary proxy statement, and (d) cause the Proxy Statement to be mailed to the Company Stockholders. The Proxy Statement will not, at the date mailed to the Company Stockholders, at the time of the Company Stockholder's Meeting, or 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, in light of the circumstances under which they were are made, not misleading. The If before the Effective Time, any matter is discovered by the Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect that should be set forth in an amendment or a supplement to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between Statement, the Company and/or any of its representatives on will promptly inform the one hand, Parent in writing and the SEC, on the other hand, with respect prepare and distribute appropriate amendments or supplements to the Proxy Statement. The Except as permitted by Section 5.6(c), the Board of Directors of the Company will at all times prior to and Parent shall each use its reasonable best efforts to promptly provide responses during the Company Stockholders Meeting, recommend to the SEC with respect to all comments received on Company Stockholders the Proxy Statement by 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. Subject to applicable Lawsadoption of this Agreement, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated hereby and will use its best efforts to solicit such approval by the Company Stockholders. Without limiting the generality of the foregoing, the Company's obligation pursuant to the first sentence of this Agreementsection will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal (each as defined in Section 5.6).

Proxy Statement. The Company (a) As promptly as reasonably practicable following the date hereof, Argon and Sensytech shall cooperate in preparing and shall cause to be filed with the SEC mutually acceptable proxy materials which shall constitute the proxy statement/ prospectus relating to the matters to be submitted to the Sensytech stockholders at the Sensytech Stockholders Meeting and to the Argon stockholders at the Argon Stockholders Meeting (such joint proxy statement/ prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/ Prospectus”), and Sensytech shall prepare and file the Proxy Statement in preliminary form with the SEC a registration statement on Form S-4 (of which the Joint Proxy Statement/ Prospectus shall be a part) with respect to the issuance of Sensytech Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Form S-4”). Each of Sensytech and Argon shall use reasonable best efforts to have the Joint Proxy Statement/ Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Sensytech and Argon shall, as promptly as reasonably practicable after receipt thereof, provide the date other party with copies of this Agreementany written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement/ Prospectus or Form S-4 received from the SEC. The Company will Each party shall cooperate and provide to Parent the other party with a reasonable opportunity to review and comment upon on any amendment or supplement to the Joint Proxy Statement, or any amendments or supplements thereto, Statement/ Prospectus and the Form S-0 prior to filing such with the same SEC, and each party will provide the other party with a copy of all such filings made with the SEC. The Company agreesSensytech shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Merger and each party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, as to itself and its Subsidiariespromptly after it receives notice thereof, that at the date of mailing to shareholders of the Company and at time when the time Form S-4 has become effective, the issuance of any stop order, the suspension of the Stockholders’ Meeting (as defined qualification of the Sensytech Common Stock issuable in Section 6.4 below), (a) the Proxy Statement will comply in all material respects connection with the applicable provisions Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Exchange Act and Joint Proxy Statement/ Prospectus or the rules and regulations thereunder and (b) none Form S-4. If at any time prior to the Effective Time any information relating to either of the information supplied parties, or their respective affiliates, officers or directors, should be discovered by it either party which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement/ Prospectus so that such document would not include any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will 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, in light of the circumstances under which they were made, not misleading. The Company , the party which discovers such information shall as soon as reasonably practicable promptly notify Parent of the receipt of all comments of the SEC with respect other party hereto and, to the Proxy Statement and of any request extent required by the SEC for any law, rules or regulations, an appropriate amendment or supplement thereto or for additional describing such information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, be promptly filed 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 by the SEC and disseminated to 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. Subject to applicable Laws, the Company stockholders of Sensytech and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementArgon.

Proxy Statement. The Company USPI and OPC shall cooperate and promptly prepare and file a Proxy Statement/Private Placement Memorandum with respect to the USPI Common Stock issuable in the Merger, a portion of which Proxy Statement shall also serve as the proxy statement with respect to the meeting of the stockholders of OPC in preliminary form connection with the SEC as promptly as reasonably practicable after Merger (the date of this Agreement"Proxy Statement/Private Placement Memorandum"). The Company respective parties will provide to Parent a reasonable opportunity to review and comment upon cause the Proxy Statement, or any amendments or supplements thereto, prior /Private Placement Memorandum to filing the same with the SEC. The Company agrees, comply as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply form in all material respects with the applicable provisions of the Exchange Securities Act and the rules and regulations thereunder thereunder. USPI shall use its best efforts to obtain all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and (b) will pay all expenses incident thereto. USPI agrees that none of the information supplied or to be supplied by it or any of its Subsidiaries USPI for inclusion or incorporation by reference in the Proxy Statement Statement/Private Placement Memorandum and each amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of stockholders of OPC, 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, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent OPC agrees that none of the receipt of all comments of the SEC with respect information supplied or to be supplied by OPC for inclusion in the Proxy Statement Statement/Private Placement Memorandum and of any request by the SEC for any each amendment or supplement thereto thereto, at the time of mailing thereof and at the time of the meeting of stockholders of OPC, will contain an untrue statement of a material fact or for additional 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 relating to USPI will be deemed to have been supplied by USPI and shall as soon as reasonably practicable provide information concerning or relating to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect OPC will be deemed to have been supplied by OPC. No amendment or supplement to the Proxy Statement. The Company and Parent /Private Placement Memorandum shall each use its reasonable best efforts to promptly provide responses to be made by USPI or OPC without the SEC with respect to all comments received on approval of the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises other party; provided, that it has no further comments thereon either party may amend or that the Company may commence mailing supplement the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall/Private Placement Memorandum if, upon request by the otheradvice of counsel, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable failure to do so would result in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger Statement/Private Placement Memorandum containing false and the transactions contemplated by this Agreementmisleading information.

Proxy Statement. The (a) 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 prepare 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 file shall use its reasonable best efforts to have the Proxy Statement in preliminary form with cleared by the SEC as promptly as reasonably practicable after practicable. Parent, Merger Sub and the date Company shall cooperate with each other in the preparation of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all any comments of the SEC with respect to the Proxy Statement and of any request requests by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent promptly copies of all material correspondence between the Company and/or or any representative of its representatives on the one hand, Company and the SEC, on the other hand, SEC with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC or disseminated to holders of shares of Company Common Stock and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Company Each of the Company, Parent and Parent shall each Merger Sub agrees to use its reasonable best efforts efforts, after consultation with the other parties hereto, to respond promptly provide responses to the SEC with respect to all such comments received on the Proxy Statement of and requests by the SEC and the Company shall to cause the definitive Proxy Statement and all required amendments and supplements thereto to be mailed promptly after to the date holders of shares of Company Common Stock entitled to vote at the SEC staff advises that it has no further comments thereon or that Stockholders’ Meeting at the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be earliest reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementpracticable time.

Proxy Statement. The Company shall prepare and file When the Proxy Statement (the "Proxy Statement") to be distributed to stockholders in preliminary form connection with the SEC as promptly as reasonably practicable after Merger shall first be mailed or distributed to such stockholders (the date of this Agreement. The Company will provide "Mailing Date"), the information with respect to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of Company Subsidiaries set forth in the Stockholders’ Meeting (as defined in Section 6.4 below), Proxy Statement (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules General Rules and regulations Regulations of the Securities and Exchange Commission (the "Commission") thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the 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 statements thereinProxy Statement not untrue or misleading in any material respect, in light 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 circumstances under which they were madeMerger, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC information with respect to the Company and the Company Subsidiaries set forth in the Proxy Statement and of any request by the SEC for any amendment or supplement all amendments and supplements thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of (i) will comply in all material correspondence between respects with the Company and/or any provisions of its representatives on the one hand, Exchange Act and the SECGeneral 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, on the other hand, except that no representation is hereby made as to any 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 supplement to or amendment of the Proxy Statement. The Company and Parent , which shall each use its reasonable best efforts be necessary in order to promptly provide responses to the SEC with respect to all comments received on make the Proxy Statement not untrue or misleading in any material respect, unless such supplement or amendment shall have been made by the SEC and Company prior to the Company shall cause Effective Time of 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 StatementMerger. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementSECTION 4.22.

Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, the Company shall prepare a proxy statement or information statement, as appropriate, of the Company relating to the meeting of the Company's stockholders (the "Company Stockholders Meeting") to be held to consider adoption of this Agreement (together with any amendments thereto, the "Proxy Statement"). Such meeting may be a special meeting or combined with the Company's annual meeting with respect to the Company's fiscal year ended January 2, 1999. The Company shall prepare and file cause the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, comply as to itself form and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply substance in all material respects with the applicable provisions requirements of (i) the Exchange Act and Act, (ii) the Securities Act, (iii) the rules and regulations thereunder of NASDAQ and (biv) none the DGCL. Substantially contemporaneously with the filing of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make with the statements thereinSEC, in light copies of the circumstances Proxy Statement shall be provided to NASDAQ. Buyers shall furnish all information concerning Buyers as the Company may reasonably request in connection with such actions and the preparation of the Proxy Statement. If Buyers and the Company determine that a Registration Statement on Form S-4 in connection with the registration under the Securities Act of Surviving Corporation Common Shares (the "Registration Statement") is necessary or appropriate in connection with the transactions contemplated hereby, the Company shall prepare and file the Registration Statement, which they were made, not misleadingshall include the Proxy Statement as the prospectus. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to have the Registration Statement, if any, declared effective by the SEC with respect to all comments received on as promptly as practicable. As promptly as practicable after the Registration Statement, if any, is declared effective or, if Buyers and the Company determine that a Registration Statement will not be filed, as promptly or practicable after the date hereof, the proxy statements and prospectus, if any, included in the Proxy Statement by (collectively, the SEC and the Company shall cause the definitive "Proxy Statement to Materials") will be mailed promptly after to the date stockholders of the SEC staff advises Company; provided, however, that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement shall not be distributed, and no amendment or any other statement, filing, notice or application supplement thereto shall be made by or on behalf the Company, without the prior consent of Parent, the Company or any of Buyers and their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementcounsel.

Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Company and Centex shall cooperate (with the cooperation of the Acquirer as needed) and promptly prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after Securities and Exchange Commission ("SEC") a joint proxy statement relating to the date meetings of the Company's and Centex's stockholders to be jointly held where (a) the Centex Stockholders will be asked to (1) approve an amendment to the Restated Articles of Incorporation of Centex to increase the authorized shares of Centex Common Stock, and (2) approve the termination of the Nominee Agreement in order to facilitate the Transaction, and (b) the Company Stockholders will be asked to approve the Transaction, including the Merger and this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy StatementAgreement (collectively, or together with any amendments thereof or supplements thereto, prior the "PROXY STATEMENT"), with respect to filing the same Merger and any other filings made by or required to be made by the Company or Centex with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) SEC other than the Proxy Statement will (the "OTHER FILINGS"), if any. The respective parties shall cause the Proxy Statement and any Other Filings to comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT"), including Regulation 14A, and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingother applicable laws. The Company shall as soon as reasonably practicable notify Parent of respective parties, after consultation with the receipt of other, will use all reasonable efforts to respond to any comments of made by the SEC with respect to the Proxy Statement and any Other Filings. Each of Centex, Acquirer and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement and any Other Filings. As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company and Centex shall mail the Proxy Statement to their stockholders (or, if the SEC chooses not to review the Proxy Statement, within 20 days after the date that the SEC notifies the Company and Centex that it will not review the Proxy Statement, unless otherwise agreed by the Company and Centex). The Proxy Statement shall include the recommendation of the Company Board that adoption of the Merger Agreement by the Company's stockholders is advisable and that the Company Board has determined that the Merger is fair to, and in the best interests of, the Company's stockholders, subject to the Company Board's right to withdraw, modify or amend such recommendation if the Company Board or Special Committee determines in good faith, after receipt of the advice of its outside counsel and the Company Financial Advisor, that such action is necessary for the Company Board to comply with its fiduciary duties under applicable law. No amendment or supplement to the Proxy Statement or any Other Filings will be made by the Company without the prior approval of Centex, which approval shall not be unreasonably withheld, delayed or conditioned. The Company will advise Centex or Acquirer, promptly after it receives notice thereof, of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice Other Filings or application made comments thereon and responses thereto or requests by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementSEC for additional information.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC SEC, with the assistance of and subject to prior consultation with Parent, as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent hereof, a reasonable opportunity to review and comment upon preliminary Proxy Statement (the “Preliminary Proxy Statement, or any amendments or supplements thereto, prior ”) relating to filing the same with Merger as required by the SECExchange Act and the rules and regulations thereunder. The Company agrees, as Each of Parent and Merger Sub shall furnish to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and (b) none of furnish the information supplied required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to prior consultation with Parent, respond promptly to any such comments made by it the SEC or any of its Subsidiaries for inclusion or incorporation by reference in staff with respect to the Preliminary Proxy Statement, shall cause the Proxy Statement will to be mailed to the Company’s stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the necessary approval of the Merger by its stockholders. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective Affiliates, this Agreement or the transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the party that discovers such information shall as soon as reasonably practicable promptly notify Parent the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC, and to the extent required by applicable Law, disseminated to the stockholders of the receipt of all comments of the SEC with respect to Company. Except as Section 5.02 expressly permits, the Proxy Statement and shall include the recommendation of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies Board of all material correspondence between Directors of the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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 stockholders adopt the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable agreement of merger set forth in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly (a) As soon as reasonably practicable after following the date of this Agreement, the Company shall prepare and shall cause to be filed with the SEC (and the Purchaser shall cooperate with the Company in the preparation and filing with the SEC of) a proxy statement in preliminary form relating to the 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. The Company will provide shall include the recommendation of the Board of Directors of the Company in favor of approval of the Charter Amendment, the Investment Advisory Agreement and the issuance of the Purchased Stock to Parent the Purchaser (the “Company Recommendation”), except that the Company shall not be obligated to so include the Company Recommendation if the Company has effected a reasonable opportunity Change in Recommendation in accordance with Section 5.7. None of the information with respect to review and comment upon the Company or any of its Subsidiaries to be included in the Proxy StatementStatement will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below)Company Shareholders Meeting, (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall Proxy Statement will comply as soon as reasonably practicable notify Parent to form in all material respects with the provisions 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, Exchange Act and the SEC, on the other hand, with respect to the Proxy Statement. The Company rules 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementregulations promulgated thereunder.

Proxy Statement. The If the Closing occurs, the Company shall call and hold a special meeting of its stockholders no later than four months following the Closing Date (the “Meeting End Date”) to vote on proposals (collectively, the “Stockholder Proposal”) to approve the issuance of shares of Company Common Stock in connection with the conversion of the Purchased Preferred Shares into Company Common Stock, for purposes of Section 312.03 of the NYSE Listed Company Manual. The Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal, and shall not modify or withdraw such resolution. In connection with such meeting, the Company shall promptly prepare (and the Purchasers will reasonably cooperate with the Company to prepare) and file the Proxy Statement in preliminary form with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as reasonably practicable after clearance by the date of this AgreementSEC. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company will provide agrees that each proxy statement referred to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, in this Section 4.05 shall comply as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder and (b) that none of the information supplied by it included or any of its Subsidiaries for inclusion or incorporation incorporated by reference in any such proxy statement will, at the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of date it is filed with the SEC with respect or mailed to the Proxy Statement and stockholders of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any at the time of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.the

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as As promptly as reasonably practicable after the date of this Agreement. The , the Company will provide to Parent a reasonable opportunity to shall prepare the preliminary Proxy Statement and, after consultation with and review and comment upon by Merger Sub, file the preliminary Proxy Statement, or any amendments or supplements thereto, prior to filing the same Statement with the SEC. The Company agrees, as shall use its reasonable best efforts to itself (i) obtain and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of furnish the information supplied required to be included by it or any of its Subsidiaries for inclusion or incorporation by reference the SEC in the Proxy Statement will contain and, after consultation with and review by Merger Sub, to respond promptly to any 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. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of made by the SEC with respect to the Proxy Statement; and (ii) promptly upon the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (y) the conclusion of any SEC review of the preliminary Proxy Statement, cause a definitive Proxy Statement to be mailed to the Company's stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will be mailed by the Company without consultation and review by Parent or Merger Sub. The Company will promptly notify Parent and Merger Sub of the receipt of comments of the SEC and of any request by from the SEC for any amendment amendments or supplement thereto supplements to the preliminary Proxy Statement or definitive Proxy Statement or for additional information information, and shall as soon as reasonably practicable provide to will promptly supply Parent and Merger Sub with copies of all material written correspondence between the Company and/or any of its representatives or Company Representatives, on the one hand, and the SECSEC or members of its staff, on the other hand, with respect to the preliminary 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent and Merger Sub will cooperate with the Company in connection with the preparation of the Proxy Statement, including, but not limited to, furnishing to the Company any and all information regarding Parent and Merger Sub and their respective affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the recommendation of the Board of Directors that the Company's stockholders approve this Agreement and the transactions contemplated hereby, provided that the Board of Directors may withdraw, modify or change its recommendation of the Merger and this Agreement if it does so in accordance with Section 5.2(b) hereof.

Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Parent and the Company shall jointly prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after a single document that will constitute (i) the date proxy statement of the Company relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to be held to consider approval and adoption of this Agreement. The Agreement and the Merger, (ii) the registration statement on Forms F-4 and F-6 of the Parent (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with the registration under the Securities Act of the Parent ADSs (and the Parent Common Stock underlying such Parent ADSs) to be issued to the stockholders of the Company will provide to Parent a reasonable opportunity to review in connection with the Merger and comment upon the Proxy Statementprospectus included in the Registration Statement (such single document, or together with any amendments thereof or supplements thereto, prior to the "PROXY STATEMENT"). Substantially contemporaneously with the filing of the same Proxy Statement with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date copies of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement shall be provided to the Nasdaq National Market. The Parent and the Company each shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), the Parent shall take all or any action required under any applicable Law in connection with the issuance of Parent ADSs pursuant to the Merger. The Parent or the Company, as the case may be, shall furnish all information concerning the Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement. As promptly as practicable after the Registration Statement Effective Date, the proxy statement and prospectus included in the Proxy Statement (collectively, the "PROXY MATERIALS") will be mailed to the stockholders of the Company. The Parent and the Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations thereunder of the Nasdaq National Market principal securities exchanges and quotation services on which the common stock, (iv) the DGCL and (bv) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementapplicable Law.

Proxy Statement. The Company WSB shall prepare provide to Umpqua such information with respect to WSB, the WSB Banks and their respective businesses and such assistance as may be reasonably necessary to permit Umpqua to file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after a registration statement (the date “S-4 Registration Statement”) covering the issuance of the shares of Umpqua Common Stock required hereby (including a proxy statement to be used by Umpqua and WSB to solicit proxies from the shareholders of Umpqua and WSB for shareholder meetings at which those shareholders will be asked to consider and vote on this Agreement. The Agreement and the Holding Company will provide to Parent a reasonable opportunity to review Plan of Merger, and comment upon the transactions contemplated hereby and thereby (in its combined, definitive form, the “Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC”)). The Company WSB agrees, as to itself and its Subsidiariesany WSB Subsidiary, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied or to be supplied by it or any of its Subsidiaries WSB Subsidiary for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement will and any amendment or supplement thereto will, at the date of mailing to stockholders and at the times of the meetings of stockholders of WSB and Umpqua to be held in connection with the Holding 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, in light of the circumstances under which they were made, not misleading. The Company shall WSB and Umpqua will cause the S-4 Registration Statement to comply as soon as reasonably practicable notify Parent to form in all material respects with the applicable provisions 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, Securities Act and the SEC, on the other hand, with respect to the Proxy Statement. The Company rules 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementregulations thereunder.

Proxy Statement. (a) The Company and Newco shall prepare and file furnish --------------- to each other all information concerning such person or such person's business that is required for the Proxy Statement in preliminary form with the SEC Statement. The Company shall, as promptly soon as reasonably practicable after the date of this Agreement. The Company will provide to Parent hereof, prepare and file (after providing Newco with a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (athereon) the Proxy Statement (including the Schedule 13E-3) with the SEC and shall use its reasonable efforts to respond to any comments of the SEC (after providing Newco with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff of the SEC; provided, however, that in no event shall the Company file the preliminary Proxy -------- ------- Statement with the SEC any later than January 31, 2001 (unless Newco shall have failed to cooperate with the preparation thereof as contemplated by this Section 5.10). The Company shall notify Newco promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Newco 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 the Proxy Statement or the Transactions. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect applicable to the Proxy Statement and the solicitation of proxies for the Stockholder Meeting (including any requirement to amend or supplement the Proxy Statement). Newco shall cooperate with the Company in the preparation of the Proxy Statement, and without limiting the generality of the foregoing, the Company and Newco shall promptly furnish to the other such information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party and shall promptly notify the other party of any request by change in such information. If at any time prior to the SEC for Stockholder Meeting there shall occur any event that should be set forth in an amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement; provided, however, that no such amendment or -------- ------- supplement to the -39- Proxy Statement will be made by the Company without providing Newco the reasonable opportunity to review and comment thereon and without the approval of Newco, which approval shall not be unreasonably withheld. The To the extent practicable, the Company and Parent its counsel shall each use its reasonable 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 Special Committee and its counsel to) permit Newco and its counsel to be mailed promptly after the date participate in all communications with the SEC staff advises that it has no further comments thereon or that the Company may commence mailing and its staff, including all meetings and telephone conferences, relating to the Proxy Statement. Subject to applicable Laws, this Agreement or the Transactions; provided, however, that in the event that such -------- ------- participation by Newco is not practicable, the Company and Parent (with respect to itself and Merger Subor the Special Committee) each shall, upon request by shall promptly inform Newco of the other, furnish the other with content of all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger communications and the transactions contemplated by this Agreementparticipants involved therein.

Proxy Statement. The As soon as reasonably practicable, the Company shall prepare and file the draft proxy statement relating to the Special Meeting and such other reports, schedules or other information (including Schedule 13E-3 under the Exchange Act) as may be required with the SEC, respond to comments of the staff of the SEC, if any, file the definitive proxy statement (the "COMPANY PROXY STATEMENT") as soon as practicable, and promptly thereafter mail such Company Proxy Statement in preliminary form with to all holders of record (as of the SEC as promptly as reasonably practicable after the date applicable record date) of this Agreementshares of Common Stock. The Company will provide and Recap shall cooperate reasonably with each other in the preparation of the proxy statement and such other materials. Recap shall provide, and shall cause its Affiliates to Parent a provide, the Company and any of its Affiliates with any information for inclusion in the Company Proxy Statement or any other filings required to be made by the Company or any of its Affiliates with any Governmental Entity in connection with the transactions contemplated by this Agreement which may be required under applicable law and which is reasonably requested by the Company or any of its Affiliates. The Company agrees that Recap shall be given reasonable opportunity to review and comment upon on the Proxy Statement, or any amendments or supplements thereto, draft proxy statement relating to the Special Meeting and such other materials and to approve such draft proxy statement and such other materials prior to their filing (which approval will not be unreasonably withheld) and thereafter to participate in discussions concerning the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders comments of the Company SEC staff and at the time of the Stockholders’ Meeting to approve all responses thereto (as defined in Section 6.4 belowwhich approval will not be unreasonably withheld, delayed or conditioned), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable promptly notify Parent Recap of the receipt of all the comments of the SEC with respect to the Proxy Statement and of any request by from the SEC for any amendment amendments or supplement thereto supplements to the Company Proxy Statement or for additional information information, and shall as soon as reasonably practicable provide to Parent will promptly supply Recap with copies of all material correspondence between the Company and/or any of or its representatives Representatives, on the one hand, and the SECSEC or members of its staff, on the other hand, with respect to the Company Proxy Statement, the Asset Drop Down, or the Merger. If at any time prior to the Special Meeting any event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company will promptly inform Recap. In such case, the Company, with the cooperation of Recap, will, upon learning of such event, promptly prepare and mail such amendment or supplement; PROVIDED, that prior to such mailing, the Company shall consult with Recap with respect to such amendment or supplement and shall afford Recap reasonable opportunity to comment thereon. The Company and Parent shall each use its reasonable best efforts to promptly provide responses will notify Recap at least 24 hours prior to the SEC with respect to all comments received on the Proxy Statement by the SEC and mailing of 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statementamendment or supplement thereto, filing, notice or application made by or on behalf to the stockholders of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementCompany.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as (a) As promptly as reasonably practicable after the date of this Agreement, but in no event later than the earlier of fourteenth (14th) Business Day after the date hereof or prior to the filing or furnishing of any proxy statement in connection with any other Acquisition Transaction, the Company shall prepare the Proxy Statement and cause all required filings to be filed with the ISA and furnished to the SEC. The Company will shall use all reasonable efforts (i) to cause the Proxy Statement to comply with all applicable Legal Requirements and (ii) to respond promptly to any comments of the SEC or its staff and any comments of the ISA or its staff. Prior to filing the Proxy Statement (or any amendment or modification thereto) with the ISA or the SEC, the Company (x) shall provide to Parent with a reasonable opportunity to review and comment upon on any drafts of the Proxy Statement and related correspondence and filings, (y) shall consider in good faith to include in such drafts, correspondence and filings all comments reasonably proposed by Parent, and (z) to the extent reasonably practicable and not prohibited under applicable Law, the Company and its outside legal counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the ISA, the SEC or NASDAQ, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, or any amendments or supplements theretothen the Company shall promptly inform Parent thereof and the Company shall, prior to filing the same in accordance with the SECprocedures set forth in this Section ‎6.2 prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference shall not include in the Proxy Statement will contain any untrue statement of a material fact information with respect to Parent or omit its Affiliates, unless the form and content thereof shall have been consented to state in writing by Parent prior to such inclusion and Parent agrees to provide any material fact such information required to be stated therein or necessary in order to make the statements therein, in light of the circumstances so included under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementLaw.

Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement and receipt of the PCAOB Audited Financials, Acquiror and the Company shall prepare and file with the SEC a joint information statement/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Acquiror with respect to the meeting of Acquiror’s stockholders (the “Acquiror Stockholders’ Meeting”) to be held to consider approval and adoption of (i) this Agreement and the Merger, (ii) the issuance of the New Acquiror Class A Common Stock as contemplated by this Agreement, (iii) the Acquiror Certificate Amendment and (iv) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Acquiror Proposals”). The Company shall furnish all information concerning the Company as Acquiror may reasonably request in connection with such actions and the preparation of the Proxy Statement. Acquiror and the Company each shall use their reasonable best efforts to (A) cause the Proxy Statement in preliminary form when filed with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the all Laws applicable provisions of the Exchange Act and the rules and regulations thereunder thereto and (bB) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall respond as soon promptly as reasonably practicable notify Parent of the receipt of to and resolve all comments of received from 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to concerning the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses Prior to the SEC filing date of the Proxy Statement, Acquiror shall take all or any action required under any applicable federal or state securities laws in connection with respect the issuance of shares of Acquiror Common Stock, in each case to all comments received on be issued or issuable to the Shareholders pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, the Company shall mail the Proxy Statement by to the SEC Shareholders and the Acquiror will send mail the Proxy Statement to its stockholders. Each of Acquiror and the Company shall cause furnish all information concerning it as may reasonably be requested by the definitive Proxy Statement to be mailed promptly after other party in connection with such actions and the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing preparation of the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.

Proxy Statement. The (i) As promptly as practicable after the execution of this Agreement, Acquiror and the Company shall jointly prepare and Acquiror shall file with the Proxy Statement in preliminary form SEC, a proxy statement to be filed with the SEC as promptly as reasonably practicable after and sent to the date stockholders of this Agreement. The Company will provide Acquiror relating to Parent a reasonable opportunity to review and comment upon the Proxy StatementSpecial Meeting (such proxy statement, or together with any amendments or supplements thereto, prior to filing the same with the SEC“Proxy Statement”). The Company agrees, as to itself Each of Acquiror and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Acquiror shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable. Each of Acquiror and the Company shall cause the definitive Proxy Statement agrees 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. Subject furnish to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with party all information concerning itself, its Subsidiaries, officers, directors, officers managers, stockholders, and stockholders other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of ParentAcquiror, the Company or any of their respective the Company’s Subsidiaries to any third party and/or any Governmental Entity regulatory authority (including Nasdaq) in connection with the Merger Transactions (the “Other Documents”). Acquiror will cause the Proxy Statement to be mailed to the stockholders of Acquiror in each case promptly after it is cleared by the SEC. To the extent not prohibited by Law, the Company and Acquiror shall provide the transactions contemplated C Preferred Parent Investor and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any Other Document before any such document or any pre-effective amendment thereto is submitted or filed with the SEC (but in any event no less than three (3) Business Days prior to such submission or filing), and Acquiror shall give reasonable and good faith consideration to any comments made by this Agreementthe C Preferred Parent Investor and its counsel.

Proxy Statement. The Company Envirogen shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after practicable, --------------- with the date cooperation of the Company and the Stockholders, a proxy statement (the "Proxy Statement") in compliance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for purposes of soliciting the approval of the stockholders of Envirogen of, among other things, (i) this AgreementAgreement and the transactions contemplated hereby, (ii) the Securities Purchase Agreement and the transactions contemplated thereby (iii) the amendment to Envirogen's Certificate of Incorporation to increase the number of authorized shares of Envirogen Common Stock from 20,000,000 to 50,000,000, and (iv) an amendment to Envirogen's Option Plan (as defined in Section 5.14 hereof) to, among other things, increase the number of shares of Envirogen Common Stock reserved for issuance upon the exercise of options granted under such plan from 2,000,000 to 3,000,000. The Company will and each Stockholder agree to provide promptly to Parent a reasonable opportunity to review and comment upon Envirogen for inclusion in the Proxy Statement, or any amendments or supplements thereto, prior to filing such information concerning its business and financial statements and affairs as, in the same with reasonable judgment of Envirogen or its counsel, may be required by applicable law or the SEC. The Company agrees, as to itself rules and its Subsidiaries, that at regulations of the date Securities and Exchange Commission (including without limitation audited financial statements of mailing to shareholders the Company) and unaudited interim financial statements of the Company and 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, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Envirogen, or at any time thereafter up to and including the time of the Stockholders’ Meeting (as defined in Section 6.4 below)Envirogen Stockholder Meeting, (a) the Proxy Statement will comply in all material respects be false or misleading with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or respect to any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain 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 made therein, in light of the circumstances under which they were are made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Proxy Statement and solicitation of any request by proxies for the SEC for any amendment Envirogen Stockholder Meeting which has become false or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statementmisleading. The Company and Parent shall each use its reasonable best efforts to the Stockholders will promptly provide responses advise Envirogen in writing if at any time prior to the SEC with respect to all comments received on Effective Time of the Proxy Statement by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any Stockholder shall obtain knowledge of their respective Subsidiaries any facts that might make it necessary or appropriate to any third party and/or any Governmental Entity amend or supplement the Proxy Statement in connection order to make the statements contained or incorporated by reference therein not misleading or to comply with the Merger and the transactions contemplated by this Agreementapplicable law.

Proxy Statement. The information to be supplied by the Company for inclusion in Key’s proxy statement (such proxy statement as amended or supplemented is referred to herein as the “Proxy Statement”) shall prepare and file not at the time the Proxy Statement in preliminary form is filed with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 6.4 below5.1(a)) shall not, (a) on the date the Proxy Statement will comply in all material respects with is first mailed to Key’s stockholders, and at the applicable provisions time of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will 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 were are made, not false or misleading. The ; or omit to state any material fact necessary to correct any statement provided by the Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC in any earlier communication with respect to the Proxy Statement and solicitation of proxies for the Key Stockholders’ Meeting which has become false or misleading. If at any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect time prior to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts Effective Time, any event relating 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 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries its affiliates, officers or directors should be discovered by the Company which should be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Key; provided, however, that if Key fails to timely file such supplement or fails to adequately disclose such additional information, that the Company shall have no liability whatsoever to Key, Parent, any Merger Sub or any of Parent’s, Key’s or any Merger Sub’s shareholders, members, directors or officers. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any third party and/or information supplied by Key, Parent, any Governmental Entity Merger Sub or any Person other than the Company which is contained in connection with any of the Merger and the transactions contemplated by this Agreementforegoing documents.

Proxy Statement. The (a) As soon as practicable following the date hereof, the Company with the assistance of Parent and Merger Sub, shall prepare a proxy statement relating to the authorization and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company (such proxy statement, as amended or supplemented, being referred to herein as the “Proxy Statement”). The Company will provide to Parent a reasonable opportunity to review and comment upon Concurrently with the preparation of the Proxy Statement, or any amendments or supplements theretothe Company, prior Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) jointly prepare and cause to filing the same be filed with the SEC. The Company agreesSEC a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the authorization and approval of this Agreement, as to itself the Plan of Merger and its Subsidiaries, that at the date of mailing to Transactions by the shareholders of the Company and at (such Schedule 13E-3, as amended or supplemented, being referred to herein as the time “Schedule 13E-3”). Each of the Stockholders’ Meeting Company, Parent and Merger Sub shall (as defined in Section 6.4 below), (aand Parent shall procure the other Buyer Group Parties to) use its reasonable best efforts so that the Proxy Statement and the Schedule 13E-3 and will comply in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder promulgated thereunder. Each of the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall (and Parent shall procure the other Buyer Group Parties to) furnish all information concerning such party to the other parties as may be reasonably required in connection with the preparation, filing and distribution of the Proxy Statement and the Schedule 13E-3 and the resolution of comments with respect thereto from the SEC. Each of Parent and Merger Sub shall (and shall procure the other Buyer Group Parties to) provide reasonable assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and the Schedule 13E-3, the Company shall promptly (and in any event within 24 hours of receipt thereof) notify Parent and Merger Sub and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3. Prior to filing the Schedule 13E-3 or mailing the Proxy Statement (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent and Merger Sub with a reasonable period of time to review and comment on such document or response and (bii) none of shall consider in good faith all additions, deletions or changes reasonably proposed by Parent in good faith. If at any time prior to the Shareholders’ Meeting, any information supplied by it relating to the Company, Parent, Merger Sub or any of its Subsidiaries for inclusion their respective Affiliates, officers or incorporation directors, is discovered by reference the Company, Parent or Merger Sub that should be set forth in an amendment or supplement to the Proxy Statement will and/or the Schedule 13E-3 so that the Proxy Statement and/or the Schedule 13E-3 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company , the party that discovers such information shall as soon as reasonably practicable promptly notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by the SEC parties hereto and the Company shall cause the definitive Proxy Statement to be mailed promptly after the date file an appropriate amendment or supplement describing such information with the SEC staff advises that it has no further comments thereon or that and, to the Company may commence mailing extent required by applicable Law, disseminate to the Proxy Statement. Subject to applicable Laws, shareholders of the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementCompany.

Proxy Statement. The Company shall prepare convene and file adjourn (without conducting any business) the Proxy Statement in preliminary form with stockholder meeting scheduled for July 17, 2002 under and pursuant to the SEC Original Purchase Agreement and provide each stockholder entitled to vote at the reconvened meeting of stockholders of the Company, which the Company shall cause to occur as promptly soon as reasonably practicable commercially reasonable after the date Initial Closing Date, but in any event on or before August 31, 2002 (the "STOCKHOLDER MEETING DEADLINE"), a proxy statement supplement, which has been previously reviewed by Oak and a counsel of this Agreement. The their choice (and with respect to which the Company will provide has used its best efforts to Parent a reasonable opportunity to review accept the comments of Oak and comment upon the Proxy Statementcounsel), or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that soliciting each such stockholder's affirmative vote at the date of mailing to shareholders such stockholder meeting for approval of the Company and at the time Company's issuance of Conversion Shares in excess of the Stockholders’ Meeting Exchange Cap (as defined in Section 6.4 below)the Certificate of Designations) in accordance with applicable law (including applicable securities law, (arules and regulations) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any Principal Market (such affirmative approval being referred to herein as the "STOCKHOLDER APPROVAL"), and the Company shall solicit its stockholders' approval of its Subsidiaries for inclusion or incorporation by reference such issuance of the Conversion Shares and the granting of voting rights to the holders of Series B-1 Preferred Shares. Such solicitation shall include the recommendation of the Board of Directors in favor of Stockholder Approval, unless the Proxy Statement will contain any untrue statement Board of a material fact or omit Directors determines in good faith after consultation with counsel to state any material fact required to the Company that making such recommendation would be stated therein or necessary in order to make inconsistent with the statements thereinBoard of Directors' fiduciary duties under applicable law, in light of which case, the circumstances under which they were made, not misleadingCompany shall submit such matter to the Company's stockholders without such recommendation. The Company shall as soon as reasonably practicable promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement and Buyers of any request comments by the SEC for any amendment or supplement thereto or for additional information on such proxy statement and shall as soon as reasonably practicable provide to Parent copies the Buyers with a copy of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statementsuch comments. The Company shall pay all fees 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable expenses in connection with satisfying its obligations under this Section 5(g) and reimburse the Proxy Statement or any other statement, filing, notice or application made by or on behalf Buyers for the fees and expenses of Parent, one counsel to the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity Buyers in connection with such counsel's review of the Merger and proxy statement referred in the transactions contemplated by first sentence of this AgreementSection 5(k).

Proxy Statement. The (a) Subject to the terms and conditions of this Agreement, at the earliest practicable date after the date hereof, the Company shall prepare and, subject to the review and, with respect to information relating to the Parent, Newco, their respective Affiliates or the operation of the Company after the Effective Time, approval of the Parent (which review and approval shall not be unreasonably withheld or delayed), file with the Commission the Proxy Statement in preliminary form with of the SEC as promptly as reasonably practicable after Company for the date Special Meeting. Subject to the terms and conditions of this Agreement, the Company shall use all reasonable efforts to have the Proxy Statement cleared for mailing by the Commission. The Subject to the terms and conditions of this Agreement, promptly after the Commission has approved the Proxy Statement for distribution to the shareholders of the Company, the Company will provide to Parent a reasonable opportunity to review and comment upon mail the Proxy Statement, or any amendments or supplements thereto, prior Statement to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company entitled to receive it, and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will otherwise comply in all material respects with all applicable legal requirements in connection with the applicable provisions vote of shareholders at the Special Meeting. The term "Proxy Statement" as used herein shall mean the proxy statement of the Exchange Act Company for the Special Meeting at the time it is initially mailed, and all amendments or supplements thereto, if any, similarly filed and mailed. Subject to the terms and conditions of this Agreement, the Proxy Statement shall contain the recommendation of the Company Board in favor of this Agreement and the rules Merger and regulations thereunder the recommendation that the shareholders of the Company vote for the adoption and approval of this Agreement and the Merger. Subject to the terms and conditions of this Agreement, the Company shall use all reasonable efforts to solicit proxies in connection with the vote of shareholders with respect to the Merger and the Company shall solicit such proxies in favor of the adoption and approval of this Agreement and the Merger. (b) none The Parent and Newco shall, and shall cause their respective Affiliates to, promptly furnish all information, and take such other actions, as may reasonably be requested by the Company in connection with the actions contemplated by this Section 2.2. The Proxy Statement, on the date filed with the Commission and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to any information supplied by it the Parent or any of its Subsidiaries Newco, or their respective Affiliates, for inclusion or incorporation by reference in the Proxy Statement will or, with respect to information relating to the Parent, Newco, their respective Affiliates or the operation of the Company after the Effective Time, approved by the Parent for inclusion in the Proxy Statement; provided further, however, that Parent and Newco make no representation or warranty as to any information not supplied or approved by them for inclusion in the Proxy Statement. The Parent and Newco represent and warrant that the information to be supplied or approved by them for inclusion in the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, (and the SEC, on the other handParent and Newco, with respect to information supplied by them for use in the Proxy Statement. The Company ) agrees promptly, and Parent and Newco shall each use its reasonable best efforts cause their respective Affiliates, to promptly provide responses to the SEC with respect to all comments received on correct the Proxy Statement by if and to the SEC extent that it shall have become false or misleading in any material respect and the Company shall take all steps necessary to cause the definitive Proxy Statement as so corrected to be filed with the Commission and mailed promptly to the Company's shareholders to the extent required by applicable federal securities Laws. (c) As soon as practicable after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Lawshereof, the Company shall promptly and Parent (with respect to itself properly prepare and Merger Sub) each shall, upon request by file any other filings of the other, furnish Company required under the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement Exchange Act or any other statement, filing, notice federal or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.state securities I-11

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as As promptly as reasonably practicable after the date hereof, the Company shall prepare and file with the SEC the Proxy Statement including the fairness opinion of this AgreementXxxxxx referred to in Section 4.21 above. The Company will provide to Parent a reasonable opportunity to review and comment upon Each of the parties shall furnish all information concerning itself that is required or customary for inclusion in the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders Each of the Company and at the time of the Stockholders’ Meeting (DGAC shall use its reasonable best efforts to take, or cause to be taken, such actions as defined in Section 6.4 below), (a) may be required to have the Proxy Statement will declared effective under the Securities Act as promptly as practicable after the date hereof and shall take, or cause to be taken, such action as may be required to be taken under applicable Blue Sky Laws in connection with the issuance of securities contemplated hereby. No representation, covenant or agreement contained in this Agreement is made by any party hereto with respect to information supplied by any other party hereto for inclusion in the Proxy Statement. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Securities Act and the rules and regulations thereunder and (b) none of the information supplied by it thereunder. No filing of, or any of its Subsidiaries for inclusion amendment or incorporation by reference in supplement to, the Proxy Statement will contain be made without the approval of all parties hereto. Each party will advise the other parties, promptly after it receives notice thereof, of any untrue statement 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 relating to DGAC or the Company, or any of their respective affiliates, trustees, directors or officers, is discovered that should be set forth in an amendment or supplement to any of the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact 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 Company , the party that discovers such information shall as soon as reasonably practicable promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement other parties hereto and of any request by the SEC for any an appropriate amendment or supplement thereto or for additional describing such information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between be promptly filed with the Company and/or any of its representatives on the one handSEC and, and the SEC, on the other hand, with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses extent required by applicable law, disseminated to the SEC with respect to all comments received on holders of capital stock of the Proxy Statement by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementCompany.

Proxy Statement. The Company As promptly as practicable after the execution of this Agreement, FAJ shall prepare and file with the SEC a preliminary proxy statement by which the shareholders of FAJ will be asked to approve, in accordance with the rules of the AMEX and any applicable laws, the Merger, and such other items as the FAJ Board of Directors deems appropriate. The preliminary proxy statement, as initially filed with the SEC, as it may be amended and refiled with the SEC, and the definitive proxy statement filed with the SEC and mailed to the FAJ shareholders (such definitive proxy statement, the "PROXY STATEMENT"), shall be in form and substance reasonably satisfactory to MMI. FAJ shall respond to any comments of the SEC, shall mail the Proxy Statement in preliminary form with to the SEC as FAJ shareholders, and shall cause any meeting of the FAJ Board of Directors or the FAJ shareholders required to be held to consider the Merger and the transactions contemplated hereby at the earliest practicable time. As promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review hereof, FAJ shall prepare and comment upon file any other filings required under the Proxy StatementExchange Act, the Securities Act or any amendments other federal, state or supplements thereto, prior local laws relating to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act this Agreement and the rules and regulations thereunder and transactions contemplated hereby, including any state takeover laws (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement "OTHER FILINGS"). FAJ will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent MMI promptly of the receipt of all any comments of from the SEC with respect to the Proxy Statement or its staff or any other governmental official and of any request by the SEC or its staff or any other government official for amendments or supplements to the Proxy Statement or any amendment or supplement thereto Other Filing or for additional information and shall as soon as reasonably practicable provide to Parent will supply MMI with copies of all material correspondence between the Company and/or FAJ or any of its representatives representatives, on the one hand, and the SECSEC or its staff or any other government official, on the other hand, with respect to the Proxy StatementStatement or any Other Filing. The Company and Parent FAJ shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on cause the Proxy Statement by the SEC and any Other Filing to comply in all material respects with all applicable requirements of law. MMI shall provide FAJ all information about MMI and the Company shall cause the definitive Proxy Statement MMI Subsidiaries required to be mailed promptly after the date the SEC staff advises that it has no further comments thereon included or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request incorporated by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable reference in connection with the Proxy Statement or any other statement, filing, notice Other Filing and shall otherwise cooperate with FAJ in taking the actions described in this Section. Whenever any event occurs that is required to be set forth in an amendment or application made by or on behalf of Parent, supplement to the Company Proxy Statement or any Other Filing, each party, as applicable, shall promptly inform the other party of their respective Subsidiaries to any third party and/or any Governmental Entity such occurrence and cooperate in connection the preparation and filing with the Merger and SEC or its staff or any other government officials, or mailing to the transactions contemplated by this AgreementFAJ shareholders, as required, such amendment or supplement.

Proxy Statement. The As promptly as practicable after the execution of this Agreement, Parent, Merger Sub and the Company shall jointly prepare and the Company shall file with the SEC the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be held to consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). The Company agreesParent, Merger Sub or the Company, as to itself the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with such actions and its Subsidiaries, that at the date of mailing to shareholders preparation of the Company Proxy Statement and at any other filings required to be made in connection within this Agreement and the time of transactions contemplated hereby (collectively, the Stockholders’ Meeting ("Other Filings"). As promptly as defined in Section 6.4 below), (a) practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations thereunder of the NASD and (biv) none Delaware Corporate Law. The Proxy Statement shall include the recommendation of the Board of Directors of the Company to the stockholders of the Company that such stockholders vote in favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 5.10(b), the Board of Directors of the Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in its good faith judgment that it is required to do so in order to comply with its duties to the Company's shareholders under applicable Law. The Proxy Statement will include a copy of the written opinion of Deutsche Banc Alex. Brown. No amendment or supplement to the Proxy Statement wxxx xe made without the approval of each of Parent, Merger Sub and the Company, which approval shall not be unreasonably withheld or delayed, unless such amendment or supplement to the Proxy Statement is required to be made by the Company under applicable Laws. Each of Parent, Merger Sub and the Company will advise the other, promptly after it receives notice thereof, or of any request by the SEC or the NASD for amendment of the Proxy Statement and the Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. The information supplied by it or any of its Subsidiaries the Company for inclusion or incorporation by reference in the Proxy Statement will shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Proxy Statement not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect If at any time prior to the Proxy Statement and of Effective Time any request event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the SEC for any Company that should be set forth in an amendment or a supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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 inform Parent and Merger Sub. All documents that the Company may commence mailing is responsible for filing with the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The information supplied by Parent and Merger Sub for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment of or supplement to the Proxy Statement) are first mailed to the stockholders the Company, (ii) the time of the Company Stockholders Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any other statementtime prior to the Effective Time, filingany event or circumstance relating to Parent or Merger Sub, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries officers or directors, should be discovered by Parent or Merger Sub that should be set forth in an amendment or a supplement to any third party and/or any Governmental Entity the Proxy Statement, Parent and Merger Sub shall promptly inform the Company. All documents that Parent and Merger Sub are responsible for filing in connection with the Merger and the transactions contemplated by this AgreementAgreement will comply as to form and substance in all material aspects with the applicable requirements of Law, including Delaware Corporate Law, the Securities Act and the Exchange Act. The information supplied by any party for inclusion in another party's Other Filing will be true and correct in all material respects.

Proxy Statement. The Subject to the prior satisfaction of the condition set forth in Section 2.6(b)(i), if the Shareholder Approval is required under Nevada Law in order to consummate the Merger, as promptly as practicable after the consummation of the Offer, the Company shall prepare and file with the SEC a proxy statement in connection with the Shareholder Meeting (together with any amendments and supplements thereto and any other required proxy materials) and as soon as practicable thereafter mail (or cause to be mailed) to the Company Common Stockholders such proxy statement and all other proxy materials for the Shareholder Meeting (such proxy statement and other proxy materials collectively, the “Proxy Statement”), and if necessary in order to comply with applicable securities Laws, after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy materials, and, if required in preliminary form connection therewith, resolicit proxies. Subject to Section 1.2(b), the Proxy Statement shall contain the Company Board Recommendation. Each of Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by applicable securities Laws or reasonably requested by the Company for inclusion in the Proxy Statement. Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall promptly correct or supplement any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company Common Stockholders, in each case as promptly as reasonably practicable after and to the date of this Agreementextent required by applicable securities Laws. The Company will shall provide to Parent a Parent, Merger Sub and their counsel reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) on the Proxy Statement will comply in all material respects prior to the filing thereof with the applicable provisions of the Exchange Act SEC and the rules Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingtheir counsel. The Company shall as soon as reasonably practicable notify Parent of provide to Parent, Merger Sub and their counsel any comments the receipt of all comments of Company or its counsel may receive from the SEC or its staff 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one handpromptly upon receipt thereof, and the SEC, on the other hand, 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 by the SEC and the Company shall cause provide Parent, Merger Sub and their counsel a reasonable opportunity to participate in the definitive Proxy Statement formulation of any response to be mailed promptly after the date any such comments of the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementstaff.

Proxy Statement. The Company shall shall, at its own cost and expense, prepare and file the Proxy Statement in preliminary form with the SEC SEC, subject to prior notice to Parent, as promptly as reasonably practicable (provided, that the Company shall use commercially reasonable efforts to cause the preliminary Proxy Statement to be filed within 30 days after the date of this Agreement. The Company will provide to Parent hereof but in no event later than 45 days after the date hereof), a reasonable opportunity to review and comment upon preliminary Proxy Statement (the “Preliminary Proxy Statement, or any amendments or supplements thereto, prior ”) relating to filing the same with Merger as required by the SECExchange Act and the rules and regulations thereunder. The Company agrees, as Each of Parent and Merger Sub shall furnish to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company (i) shall obtain and (b) none of furnish the information supplied required to be included in the Preliminary Proxy Statement, (ii) shall provide Parent with, and consult with Parent regarding, the Proxy Statement, any comments that may be received from the SEC or its staff with respect thereto and any other filings to be made with the SEC in connection with this Agreement (other than with respect to any Competing Proposal), (iii) shall respond promptly to any comments made by it the SEC or its staff with respect to the Preliminary Proxy Statement, (iv) shall consider in good faith any of its Subsidiaries for inclusion or incorporation comments reasonably proposed by reference Parent in the Proxy Statement, any response to comments received from the SEC or its staff and any other filings to be made with the SEC in connection with this Agreement (other than with respect to any Competing Proposal), (v) shall cause the Proxy Statement will to be mailed to the Company’s stockholders at the earliest reasonably practicable date and (vi) shall use its reasonable best efforts (subject to Section 5.2) to obtain the necessary approval of the Merger by the Company’s stockholders. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective affiliates, this Agreement or the Transactions (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or 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 are made, not misleading. The Company , the Party that discovers such information shall as soon as reasonably practicable promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement other Party, and of any request by the SEC for any an appropriate amendment or supplement thereto or for additional describing such information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between be prepared by the Company and/or any of its representatives on the one hand, and filed with the SEC, on the other hand, with respect and to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses extent required by applicable Law, disseminated to the SEC with respect to all comments received on stockholders of the Proxy Statement by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementCompany.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as (a) As promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or but in any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at event no later than forty-five (45) days following the date of mailing to shareholders of the Company this Agreement, Acquirer, in cooperation with HOVRS, shall prepare and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects file with the applicable provisions SEC a proxy statement of Acquirer, meeting the requirements of Delaware Law and the Exchange Act and the rules requirements identified in Section 6.1(d) hereof (the "Proxy Statement"). Each of Acquirer and regulations thereunder and (b) none HOVRS shall respond to any comments of the information supplied by it or any of SEC, and Acquirer shall cause the definitive Proxy Statement to be mailed to its Subsidiaries for inclusion or incorporation by reference in stockholders at the earliest practicable time after the Proxy Statement is filed with the SEC, subject to compliance with the Exchange Act, including without limitation Rule 14a-6 thereunder, but in no event later than five (5) Business Days following the date on which the SEC shall have advised that it has no further comments regarding the Proxy Statement; provided, however, that if the SEC Staff advises Acquirer that it will contain any untrue statement of a material fact or omit to state any material fact required not review the Proxy Statement, Acquirer shall cause the Proxy Statement to be stated therein or necessary in order mailed to make its stockholders no later than twenty (20) Business Days after it is so advised. Each of Acquirer and HOVRS shall notify the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of other promptly upon the receipt of all any comments of from the SEC with respect to the Proxy Statement or its staff or any other Governmental Entity and of any request by the SEC or its staff or any Governmental Entity for any amendment amendments or supplement thereto supplements to the Proxy Statement or for additional information and shall as soon as reasonably practicable provide to Parent supply the other with copies of all material correspondence between the Company and/or such party or any of its representatives representatives, on the one hand, and the SEC, or its staff or any other Governmental Entity, on the other hand, with respect to the Proxy StatementStatement or the Merger. The Company Each of Acquirer and Parent HOVRS shall each use its reasonable best efforts to promptly provide responses to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.1 to comply in all material respects with respect to all comments received on the Proxy Statement by the SEC applicable requirements of law and the Company shall cause the definitive Proxy Statement rules and regulations promulgated thereunder. Whenever any event occurs that is required to be mailed promptly after the date the SEC staff advises that it has no further comments thereon set forth in an amendment or that the Company may commence mailing supplement to the Proxy Statement. Subject to applicable Laws, Acquirer or HOVRS, as the Company and Parent (with respect to itself and Merger Sub) each shallcase may be, upon request by the other, furnish shall promptly inform the other with all information concerning itself, its Subsidiaries, directors, officers of such occurrence and stockholders and such other matters as may be reasonably necessary or advisable cooperate in connection filing with the Proxy Statement SEC or its staff or any other statementGovernmental Entity, filingand/or mailing to stockholders of HOVRS and Acquirer, notice such amendment or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementsupplement.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC (a) As soon as promptly as reasonably practicable after following the date of this Agreement, the Company shall prepare and no later than the tenth (10th) Business Day following the public announcement of the execution and delivery of this Agreement, the Company shall file with the SEC the Proxy Statement for use in connection with the solicitation of proxies from shareholders of the Company in connection with the Merger and the Company Shareholders’ Meeting. The Company will provide and Parent, as the case may be, shall furnish all information 60 concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to all applicable Laws, the Company shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to shareholders of the Company as promptly as practicable following the filing thereof with the SEC. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall file with the SEC the definitive Proxy Statement, and shall cause the mailing of the definitive Proxy Statement to the shareholders of the Company, on or prior to the second (2nd) Business Day immediately following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act. 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 upon thereon, including in such filings, amendments, supplements and correspondence all comments reasonably proposed by Parent and receiving the approval of Parent (which approval shall not be unreasonably withheld or delayed). The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or any amendments or supplements comments thereon and responses thereto, prior or requests by the SEC or its staff for additional information in connection therewith, and shall provide Parent with copies of all correspondence between the Company or any of its advisors or representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing the same with the SEC. The If the Company agrees, as or its outside legal counsel intends to itself initiate a telephone conference or meet with the SEC and its Subsidiariesstaff related to the Proxy Statement, that at this Agreement or the date of mailing to shareholders of Merger, the Company shall so inform the Parent and solicit input on the items planned to be discussed during such telephone conference or meeting. If at any time prior to the time Company Shareholders’ Meeting, any information relating to the Company or Parent, or any of their respective directors, officers or Affiliates, should be discovered by the Stockholders’ Meeting (as defined Company or Parent which should be set forth in Section 6.4 below), (a) an amendment or supplement to the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in so that the Proxy Statement will contain does not include any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect to cause the Proxy Statement to comply as to form and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of substance in all material correspondence between respects with the Company and/or any applicable requirements of its representatives on the one handExchange Act, California Law and the SEC, on rules of the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementNasdaq.

Proxy Statement. The Company As soon as practicable after the Closing, Intek shall prepare and file with the Securities and Exchange Commission a proxy statement and related solicitation materials relating to a special meeting of the holders of the Intek's common stock, $.01 par value (the "Intek Stockholders' Meeting") concerning the Securicor Agreement and the transactions contemplated thereby (such proxy statement, as amended or supplemented from time to time, being herein referred to as the "Proxy Statement"), and shall use its best efforts to cause the Proxy Statement to be mailed to its stockholders at such time and in preliminary form with such manner as permits the SEC Intek Stockholders' Meeting to be held as promptly as practicable. MIC and Simmxxxx xxxll each use its best efforts to furnish all information as may be reasonably practicable after requested by Intek and, in any case, as required with respect to Intek by Regulation 14A under the Exchange Act for inclusion in the Proxy Statement. The information provided by Intek and MIC, respectively, for use in the Proxy Statement shall, on the date when the Proxy Statement is first mailed to Intek's stockholders, and on the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review the Intek Stockholders' Meeting, be true and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply correct in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or shall not omit to state any material fact required to be stated therein or necessary in order to make the statements thereincontained therein not misleading, and Intek, MIC and Simmxxxx each agree promptly to correct any information provided by it for use in light the Proxy Statement which shall have become false or misleading. Intek shall duly call, give notice of, convene and hold the Intek Stockholders' Meeting, for the purpose of approving, among other matters, the transactions contemplated under the Securicor Agreement. Intek, through its Board of Directors, shall recommend to its stockholders approval of the circumstances under which they were made, not misleadingforegoing. The Company shall Proxy Statement will comply as soon as reasonably practicable notify Parent to form in all material respects with all applicable requirements of the receipt of all comments of the SEC with respect Exchange Act, and no amendment or supplement to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf Intek without the prior written approval of ParentMIC (which approval shall not be unreasonably withheld), the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated except as otherwise required by this Agreementapplicable laws.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC SEC, subject to prior notice to Parent, as promptly as reasonably practicable after the date hereof (and in any event, within fifteen (15) business days of this Agreement. The Company will provide to Parent the date hereof), a reasonable opportunity to review and comment upon preliminary Proxy Statement (the “Preliminary Proxy Statement, or any amendments or supplements thereto, prior ”) relating to filing the same with Merger as required by the SECExchange Act and the rules and regulations thereunder. The Company agrees, as Each of Parent and Purchaser shall furnish to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and (b) none of furnish the information supplied required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by it the SEC or any of its Subsidiaries for inclusion or incorporation by reference in staff with respect to the Preliminary Proxy Statement, shall cause the Proxy Statement will to be mailed to the Company’s stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.2) to obtain the necessary approval of the Merger by its stockholders. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Purchaser, any of their respective affiliates, this Agreement or the Transactions (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The , the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be prepared by the Company shall as soon as reasonably practicable notify Parent and filed with the SEC, and to the extent required by applicable Law, disseminated to the stockholders of the receipt of all comments of the SEC with respect to Company. Except as Section 5.2 expressly permits, the Proxy Statement shall include the fairness opinion contemplated by Section 3.21, the notice required by Section 262 of the DGCL and of any request by the SEC for any Company Board Recommendation. No filing of, or amendment or supplement thereto to, or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC or its staff with respect to all comments received on to, the Preliminary Proxy Statement or the Proxy Statement will be made by the SEC Company without providing Parent and Purchaser a reasonable opportunity to review and comment thereon (and the Company shall cause the definitive Proxy Statement give reasonable consideration to be mailed promptly after the date the SEC staff advises that it has no further all reasonable comments thereon suggested by Parent or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementPurchaser).

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as (a) As promptly as reasonably practicable after the date of this Agreement, but in no event later than the earlier of fourteenth (14th) Business Day after the date hereof or prior to the filing or furnishing of any proxy statement in connection with any other Acquisition Transaction, the Company shall prepare the Proxy Statement and cause all required filings to be filed with the ISA and furnished to the SEC. The Company will shall use all reasonable efforts (i) to cause the Proxy Statement to comply with all applicable Legal Requirements and (ii) to respond promptly to any comments of the SEC or its staff and any comments of the ISA or its staff. Prior to filing the Proxy Statement (or any amendment or modification thereto) with the ISA or the SEC, the Company (x) shall provide to Parent with a reasonable opportunity to review and comment upon on any drafts of the Proxy Statement and related correspondence and filings, (y) shall consider in good faith to include in such drafts, correspondence and filings all comments reasonably proposed by Parent, and (z) to the extent reasonably practicable and not prohibited under applicable Law, the Company and its outside legal counsel shall permit Parent and its outside counsel to participate in all communications, if any, with the ISA, the SEC or NASDAQ, or their respective staff, as applicable (including all meetings and telephone conferences) relating to this Agreement or any of the transactions contemplated hereby. If any event relating to any of the Acquired Companies occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, or any amendments or supplements theretothen the Company shall promptly inform Parent thereof and the Company shall, prior to filing the same in accordance with the SECprocedures set forth in this Section 6.2 prepare such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be promptly distributed to the shareholders of the Company. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference shall not include in the Proxy Statement will contain any untrue statement of a material fact information with respect to Parent or omit its Affiliates, unless the form and content thereof shall have been consented to state in writing by Parent prior to such inclusion and Parent agrees to provide any material fact such information required to be stated therein or necessary in order to make the statements therein, in light of the circumstances so included under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementLaw.

Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Parent and the Company shall jointly prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after a single document that will constitute (i) the date proxy statement of the Company relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to be held to consider approval and adoption ---------------------------- of this Agreement. The Agreement and the Merger and (ii) the registration statement on Form S-4 of the Parent (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with the ---------------------- registration under the Securities Act of the Parent Common Stock to be issued to the stockholders of the Company will provide to Parent a reasonable opportunity to review in connection with the Merger and comment upon the Proxy Statementprospectus included in the Registration Statement (such single document, or together with any amendments thereof or supplements thereto, prior to the "PROXY STATEMENT"). ---------------- Substantially contemporaneously with the filing the same of thedefinitive Proxy Statement with the SEC, copies of the definitive Proxy Statement shall be provided to the Amex and the Nasdaq. The Parent and the Company agreeseach shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), the Parent shall take all or any -------------------------------------- action required under any applicable Law in connection with the issuance of Parent Common Stock pursuant to the Merger. The Parent or the Company, as to itself the case may be, shall furnish all information concerning the Parent or the Company as the other party may reasonably request in connection with such actions and its Subsidiaries, that at the date of mailing to shareholders preparation of the Company Proxy Statement. As promptly as practicable after the Registration Statement Effective Date, the proxy statement[s] and at the time of the Stockholders’ Meeting (as defined prospectus included in Section 6.4 below), (a) the Proxy Statement (collectively, the "PROXY MATERIALS") will be --------------- mailed to the stockholders of the Company. The Parent and the Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations thereunder of the Amex and the Nasdaq and (biv) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementBCA.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as As promptly as reasonably practicable after following the date execution of this Agreement. The Company will provide to Parent , the Seller shall file with the Securities and Exchange Commission (“SEC”) a reasonable opportunity to review Proxy Statement on Schedule 14A (together with all amendments and comment upon the Proxy Statement, or any amendments or supplements thereto, prior the “Schedule 14A”) in order to filing seek the same with the SECSeller Shareholders’ Approval. The Company agrees, Seller shall use its reasonable best efforts to cause the Schedule 14A to be disseminated in all material respects as required by applicable federal securities laws. The Seller shall use its reasonable best efforts to itself and its Subsidiaries, that at cause the date of mailing Schedule 14A to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions requirements of the Exchange Act federal securities laws. The Seller and the rules and regulations thereunder and (b) none of the Buyer agree to correct promptly any information supplied provided by it or any of its Subsidiaries them for inclusion or incorporation by reference use in the Proxy Statement will contain any untrue statement of a material fact Schedule 14A that shall have become false or omit to state misleading in 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 Company shall as soon as reasonably practicable notify Parent 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one handrespect, and the SEC, on the other hand, with respect Seller further agrees to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to cause the Schedule 14A, as so corrected, to be filed with the SEC and disseminated to holders of the Seller’s shareholders, in each case in all material respects as required by applicable federal securities laws. Buyer shall promptly provide responses furnish to Seller all information concerning Buyer that is required or reasonably requested by Seller in connection with its obligations relating to the Schedule 14A. The Seller shall give Buyer and their counsel a reasonable opportunity to review and comment on the Schedule 14A before it is filed with the SEC. In addition, the Seller agrees to (i) provide Buyer and its counsel in writing with any written comments the Seller or its counsel may receive from time to time from the SEC or its staff 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 Schedule 14A promptly after the date receipt of such comments, (ii) use reasonable best efforts to provide Buyer and its counsel a reasonably detailed description of any oral comments the Seller or its counsel may receive from time to time from the SEC or its staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself the Schedule 14A promptly after the receipt of such comments, and Merger Sub(iii) each shallunless the Seller has exercised its rights under Section 5.06(c), upon request by provide Buyer and its counsel reasonable opportunity to review and comment on any written or oral response to such comments or any proposed amendment to the other, furnish Schedule 14A prior to the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection filing thereof with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementSEC.

Proxy Statement. The (a) As promptly as practicable after the execution of this Agreement, the Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after a proxy statement and a form of proxy to be sent to the date shareholders of this Agreement. The the Company will provide in connection with the meeting of the Company's shareholders to Parent a reasonable opportunity to review and comment upon consider the Proxy StatementMerger (the "Shareholders' Meeting") (such proxy statement, or together with any amendments thereof or supplements thereto, prior in each case in the form or forms mailed to filing the same with Company's shareholders, being the SEC"Proxy Statement"). The Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of the Merger and approval of this Agreement, unless outside legal counsel to the Company agreesadvise the Company's Board of Directors that the directors' fiduciary duties under applicable law make such recommendation inappropriate. (b) The information included in the Proxy Statement shall not, as to itself and its Subsidiaries, that at the date of mailing the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders of the Company and or at the time of the Stockholders’ Meeting (as defined in Section 6.4 below)Shareholders' Meeting, (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect If at any time prior to the Proxy Statement and of Shareholders' Meeting, any request by the SEC for any amendment event or supplement thereto or for additional information and shall as soon as reasonably practicable provide circumstance relating to Parent copies of all material correspondence between the Company and/or or any of its representatives on Subsidiaries, or its or their respective officers or directors, is discovered by the one hand, and the SEC, on the other hand, with respect Company which should be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Acquiror. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act. (c) The Acquiror will provide the Company with whatever information and Parent shall assistance in connection with the foregoing filings that the Company reasonably may request. (d) The Acquiror agrees as the sole shareholder of the Acquiror Sub to vote in favor of the Merger and to take all actions that may be required to approve the Merger and to effect the transactions contemplated by this Merger Agreement on behalf of the Acquiror Sub. (e) Each of the Parties will file (and the Company will cause each of its Subsidiaries to file) any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, will use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC obtain (and the Company shall will cause each of its Subsidiaries to use 14 18 its reasonable best efforts to obtain) an early termination of the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that applicable waiting period, and will make (and the Company may commence mailing the Proxy Statement. Subject will cause each of its Subsidiaries to applicable Laws, the Company and Parent (with respect to itself and Merger Submake) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as any further filings pursuant thereto that may be reasonably necessary necessary, proper, or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.advisable. 6.02

Proxy Statement. The Company shall promptly prepare and file the Proxy Statement in preliminary form with the SEC as promptly soon as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, which shall comply as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder thereunder. The Company shall use its best efforts, and (b) the Holder will cooperate with the Company, to have 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 the Proxy Statement to the Holder and advise the Holder of any oral comments with respect to the Proxy Statement received from the SEC. The Holder agrees that none of the information supplied or to be supplied by it or any of its Subsidiaries 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 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, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent agrees that none of the receipt of all comments of information supplied or to be supplied by the SEC with respect to Company for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of any request by mailing thereof and at the SEC for 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 amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide prior to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and filing such with the SEC, on and will provide the other hand, Holder with respect a copy of all such filings made with the SEC. No amendment or supplement to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to information supplied by the SEC with respect to all comments received on Holder for inclusion in the Proxy Statement by shall be made without the SEC and the Company approval of such Holder, which approval shall cause the definitive Proxy Statement to not be mailed promptly after the date the SEC staff advises that it has no further comments thereon unreasonably withheld or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementdelayed.

Proxy Statement. The As promptly as practicable after the execution of this Agreement, Parent, Merger Sub and the Company shall jointly prepare and the Company shall file with the SEC the proxy statement of the Company (the "Proxy Statement") relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to be held to consider approval and adoption of this Agreement and the Merger. Substantially contemporaneously with the filing of the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC, copies of the Proxy Statement shall be provided to the National Association of Securities Dealers, Inc. ("NASD"). The Company agreesParent, Merger Sub or the Company, as to itself the case may be, shall furnish all information concerning Parent, Merger Sub or the Company as the other party may reasonably request in connection with such actions and its Subsidiaries, that at the date of mailing to shareholders preparation of the Company Proxy Statement and at any other filings required to be made in connection within this Agreement and the time of transactions contemplated hereby (collectively, the Stockholders’ Meeting ("Other Filings"). As promptly as defined in Section 6.4 below), (a) practicable the Proxy Statement will be mailed to the stockholders of the Company. The Company shall cause the Proxy Statement and the Other Filings to be filed by it to comply as to form and substance in all material respects with the applicable provisions requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act and of 1933, as amended (the "Securities Act"), (iii) the rules and regulations thereunder of the NASD and (biv) none Delaware Corporate Law. The Proxy Statement shall include the recommendation of the information supplied by Board of Directors of the Company to the stockholders of the Company that such stockholders vote in favor of the adoption of this Agreement and the Merger; provided, however, that subject to Section 5.10(b), the Board of Directors of the Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in its good faith judgment that it is required to do so in order to comply with its duties to the Company's shareholders under applicable Law. The Proxy Statement will include a copy of the written opinion of Deutsche Banc Alex. Browx. No amendment or any of its Subsidiaries for inclusion or incorporation by reference in supplement to the Proxy Statement will contain any untrue statement be made without the approval of a material fact each of Parent, Merger Sub and the Company, which approval shall not be unreasonably withheld or omit to state any material fact required to be stated therein delayed, unless such amendment or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect supplement to the Proxy Statement and of any request is required to be made by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies Company under applicable Laws. Each of all material correspondence between the Company and/or any of its representatives on the one handParent, and the SEC, on the other hand, 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 by the SEC Merger Sub 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by will advise the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.promptly after it receives notice

Proxy Statement. The proxy statement, any amendment --------------- thereof or supplement thereto, to be sent to the shareholders of the Company in connection with the Merger (the "Proxy Statement") will comply in all material --------------- respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company shall will prepare and file the Proxy Statement in preliminary form with the SEC SEC, 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 in a form that complies in all material respects with the requirements of this Agreementthe 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 will provide and the Parent each agrees to Parent a reasonable opportunity respond as promptly as is practicable to review and comment upon any comments of the SEC on the Proxy Statement, Statement and to mail the Proxy Statement to holders of Company Common Stock promptly after the Company learns that the Proxy Statement will not be reviewed or any amendments or supplements thereto, prior to filing that the same with the SECSEC staff has no further comments thereon. The Company agreesinformation provided by any party hereto for use in or incorporation by reference in the Proxy Statement shall be true and correct in all material respects, as to itself and its Subsidiaries, that at the date of mailing dates mailed to shareholders Shareholders of the Company and at the time of the Stockholders’ Company Meeting (as defined in Section 6.4 below), (a) 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. 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 or supplement to the Proxy Statement, so that the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or would not include any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will 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, in light of the circumstances under which they were made, not misleading. The Company , the party which discovers such information shall as soon as reasonably practicable promptly notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement other parties hereto and of any request by the SEC for any an appropriate amendment or supplement thereto or for additional describing such information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between be promptly filed with the Company and/or any of its representatives on the one handSEC and, and the SEC, on the other hand, with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses extent required by law, disseminated to the SEC with respect to all comments received on shareholders of the Proxy Statement by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementCompany.

Proxy Statement. The Promptly prepare (and Company and the Stockholder shall prepare cooperate in the preparation of) and file the Proxy Statement in preliminary form with the SEC as promptly soon as is reasonably practicable after a proxy statement under the date Exchange Act, with respect to the meeting of this Agreement. The Company will provide the stockholders of Saba in connection with the Merger (as amended or supplemented from time to Parent a reasonable opportunity to review and comment upon time, the "Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC"). The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) Saba will cause the Proxy Statement will to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder thereunder. Saba shall use commercially reasonable efforts, and (b) none Company and the Stockholders will cooperate with Saba, to have the Proxy Statement filed with the SEC as promptly as practicable. Saba shall, as promptly as practicable, provide copies of any written comments received from the information supplied SEC with respect to the Proxy Statement and advise Company and the Stockholders of any material verbal comments with respect to the Proxy Statement received from the SEC. Each of Company and Saba shall use all reasonable efforts to obtain all financial statement information, financial data and reports required by it or any of its Subsidiaries the Exchange Act for inclusion or incorporation by reference in the Proxy Statement. Saba agrees that the Proxy Statement and each amendment or supplement thereto at the time of mailing thereof and at the time of the meeting of stockholders of Saba, will contain any not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Saba in reliance upon and in conformity with written information concerning Company, its subsidiaries or any Stockholder furnished to Saba by Company or the Stockholders specifically for use in the Proxy Statement. The Company shall as soon as reasonably practicable notify Parent of and the receipt of all comments of Stockholders agree the SEC with respect to written information concerning Company, its subsidiaries or any Stockholder provided by them for inclusion in the Proxy Statement and of any request by the SEC for any each amendment or supplement thereto thereto, at the time of mailing thereof and at the time of the meeting of stockholders of Saba, will not include an untrue statement of a material fact or for additional information and shall as soon as reasonably practicable provide omit to Parent copies of all state a material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by the SEC and the Company shall cause the definitive Proxy Statement fact required to be mailed promptly after stated therein or necessary to make the date statements therein, in light of the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Lawscircumstances under which they were made, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementnot misleading.

Proxy Statement. The Company 6.4.1 Within forty-five (45) days of the signing of this Agreement, Parent shall prepare and file shall cause to be filed with each of the SEC and the ASX a proxy statement in 44 preliminary form (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the Parent Stockholders' Meeting. Parent shall include in the Proxy Statement the recommendation of the Board of Directors of Parent that the Parent stockholders approve the Exchange (the "Parent Recommendation"); PROVIDED that prior to the approval of the Exchange by Parent's stockholders in preliminary form accordance with this Agreement the Board of Directors of Parent may fail to make or withdraw, modify or change in a manner adverse to LMC its recommendation that the stockholders vote in favor of this Agreement (a "Parent Change in Recommendation"), if, and only if, the Board of Directors of Parent has determined, in its good faith judgment and after consultation with outside legal counsel, that the failure to effect such action could reasonably be expected to be inconsistent with the SEC fulfillment of its fiduciary duties to Parent's stockholders under applicable Law; PROVIDED that a Parent Change in Recommendation shall not relieve Parent of its obligations pursuant to Section 6.5 hereof. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable after to any comments of the date SEC and the ASX with respect to the Proxy Statement. Parent shall promptly notify LMC upon the receipt of this Agreement. The Company will provide any comments (written or oral) from the SEC or the ASX or their respective staff or any request from the SEC or the ASX or their respective staff for amendments or supplements to Parent a reasonable opportunity to review and comment upon the Proxy Statement, shall consult with LMC prior to responding to any such comments or request or filing any amendment or supplement to the Proxy Statement, and shall provide LMC with copies of all correspondence between Parent and its Representatives, on the one hand, and the SEC and the ASX and their respective staff, on the other hand. In addition to the Parent Stockholder Approval required by Law, the parties have agreed as a matter of contract that the affirmative vote of a majority of the votes cast in person or by proxy by holders of Parent Class B Shares other than LMC, the Stockholders and any of their respective Associates, and the Xxxxxxx Interests (the "Disinterested Stockholder Approval" and, together with the Parent Stockholder Approval, the "Requisite Parent Stockholder Approval") is required to approve the Exchange. Parent represents and warrants that (i) none of the information with respect to Parent or its Subsidiaries to be included in the Proxy Statement or incorporated by reference therein will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Parent Stockholders’ Meeting (as defined in Section 6.4 below)' Meeting, (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ; and (ii) the Proxy Statement will comply as soon as reasonably practicable notify Parent to form in all material respects with the provisions of the receipt Exchange Act and the rules and regulations promulgated thereunder and any applicable rules and regulations promulgated by the ASX, except for any such failures to comply as to form which result from any actions or omissions of all comments LMC or any person authorized to act on its behalf, and will include, or be accompanied by, a report from Xxxxx Xxxxxx & Associates as to the fairness and reasonableness of the SEC Exchange, which is qualified as an independent expert for these purposes under the ASX Listing Rules and applicable Law (the "Independent Expert Report"). Parent will provide LMC with drafts of the 45 Independent Expert Report received by Parent to the extent permitted by applicable Law and to the extent that Australian counsel to Parent has advised Parent that such action will not compromise the independence of such expert. LMC represents and warrants that none of the information with respect to LMC or its Subsidiaries supplied by LMC or any person authorized to act on its behalf for inclusion in the Proxy Statement and or incorporated by reference therein will, at the time of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies mailing of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statementamendments or supplements thereto, filingand at the time of the Parent Stockholders' Meeting, notice contain any untrue statement of a material fact or application made by omit to state any material fact required to be stated therein or on behalf necessary in order to make the statements therein, in light of Parentthe circumstances under which they were made, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementnot misleading.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as (a) As promptly as reasonably practicable after (and no later than 30 calendar days) following the date of this Agreement, the Company shall (i) prepare and file with the SEC a preliminary proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the special meeting of the Company’s stockholders (such special meeting and any adjournments or postponements thereof, the “Company Stockholders Meeting”) to be held to consider, among other matters, the adoption of this Agreement and (ii) set a record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith consistent with the timing to hold the Company Stockholders Meeting as described in this Section 5.2. The Each of the Company will provide and Parent shall furnish all information concerning itself and its Affiliates that is required to Parent a reasonable opportunity to review and comment upon be included in the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders each of the Company and Parent covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company Stockholders or at the time of the Stockholders’ Company Stockholders Meeting (as defined in Section 6.4 below)or at the time of any amendment or supplement thereof, (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company shall use its reasonable best efforts to respond as soon promptly as reasonably practicable notify Parent of the receipt of all to any (written or oral) comments of the SEC with respect to the Proxy Statement and of any request to have the Proxy Statement cleared by the SEC for any amendment or supplement thereto or for additional information and shall as soon promptly as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, with respect to the Proxy Statementpracticable. 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 by the SEC and the Company shall cause the definitive Proxy Statement to be mailed to the Company Stockholders as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC. The Company shall promptly notify Parent upon the receipt of any (written or oral) comments from the SEC or its staff advises that it has no further comments thereon or that any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with a copy of all material written correspondence between the Company may commence mailing or any Company Representatives, on the Proxy Statement. Subject to applicable Lawsone hand, and the Company SEC or its staff, on the other hand (and Parent (a summary of any oral conversations) with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statementthe Transactions. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, filingincluding all amendments and supplements thereto, notice or application made by or on behalf of Parent, prior to filing such documents with the SEC and disseminating such documents to the Company Stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall give due consideration, in good faith, to including any comments on each such document or response that are reasonably proposed by Parent. If, at any time prior to the Company Stockholders Meeting, any information relating to the Company, Parent or any of their respective Subsidiaries Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Legal Requirements, disseminated to the Company Stockholders; provided, that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any Party hereunder or otherwise affect the remedies available hereunder to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementParty.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC as promptly (a) As soon as reasonably practicable after the date of this Agreement. The , the Company will provide prepare and file with the SEC, a proxy statement relating to Parent the Company Stockholders' Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the "Proxy Statement") and a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the "Schedule 13E-3") relating to the transactions contemplated by this Agreement and will 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 their counsel with respect to suxx xxxingx xxx shall afford the Barnes & Noble Parties reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SECxxxxxnt thereon. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of Barnes & Noble Parties will provide the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inxxxxxxion xxx inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact and the Schedule 13E-3 which may be required to be stated therein or necessary in order to make under applicable law and which is reasonably requested by the statements therein, in light of the circumstances under which they were made, not misleadingCompany. The Company shall as soon as reasonably practicable will promptly notify Parent the Barnes & Noble Parties of the receipt of all any comments of the SEC with respect to the Proxy Statement from xxx XXC and of any request by the SEC for any amendment amendments or supplement thereto supplements to the Proxy Statement or the Schedule 13E-3 or for additional information information, and shall as soon as reasonably practicable provide to Parent will supply the Barnes & Noble Parties with copies of all material correspondence between bexxxxx the Company and/or Xxxxany and any of its representatives representatives, on the one hand, and the SECSEC or members of its staff, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Company and Parent shall each use its reasonable best efforts to promptly provide responses If at any time prior to the SEC with respect to all comments received on the Proxy Statement Company Stockholders' Meeting any event should occur which is required by the SEC and the Company shall cause the definitive Proxy Statement applicable law to be mailed promptly after the date the SEC staff advises that it has no further comments thereon set forth in an amendment of, or that the Company may commence mailing the Proxy Statement. Subject to applicable Lawsa supplement to, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parentthe Schedule 13E-3, the Company will prepare and, if appropriate, mail to its stockholders such amendment or any of their respective Subsidiaries supplement; provided, however, that prior to any third party and/or any Governmental Entity in connection such mailing, the Company will consult with the Merger Barnes & Noble Parties and their counsel with respect to suxx xxxndment or supplement and shall afford the transactions contemplated by this AgreementBarnes & Noble Parties reasonable opportunity to review and xxxxxnt thereon.

Proxy Statement. The 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 as promptly as reasonably practicable after SEC; provided, that the date of this Agreement. The Company will shall provide to Parent and its counsel a reasonable opportunity to review the Company’s proposed preliminary Proxy Statement in advance of filing and consider in good faith any comments reasonably proposed by Parent and its counsel. Subject to Section 6.03, 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, any amendment or supplement thereto), the Company shall provide Parent with an opportunity to review and comment upon 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 its reasonable best 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 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, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or any amendments or supplements theretosupplemented, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order filed with SEC and mailed to make the statements thereinits stockholders, in light of each case as and to the circumstances under which they were made, not misleadingextent required by Applicable Law. The Company shall (a) as soon promptly as reasonably practicable notify after receipt thereof, provide Parent and its counsel with copies of the receipt any written comments, and advise Parent and its counsel of all comments of the SEC any oral comments, with respect to the Proxy Statement and of any request by the SEC for (or any amendment or supplement thereto thereto) received from the SEC or for additional information its staff, (b) provide Parent and shall as soon as its counsel a reasonable opportunity to review the Company’s proposed response to such comments and (c) consider in good faith any comments reasonably practicable provide proposed by Parent and its counsel. Notwithstanding any other provision herein to Parent copies of all material correspondence between the Company and/or any of its representatives on the one handcontrary, and the SEC, on the other hand, with respect no amendment or supplement 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 by 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 modify any information solely relating to Parent or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company Merger Subsidiary and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries Affiliates shall be made without the prior written approval of Parent unless required by Applicable Law (and then only after Parent has been provided an opportunity to any third party and/or any Governmental Entity in connection with the Merger review and comment on such amendment or supplement and the transactions contemplated Company has considered in good faith any comments on such amendment or supplement reasonably proposed by this AgreementParent).

Proxy Statement. Following approval of this Agreement and the Going Private Transaction by the Special Committee, Venturian shall provide each of its shareholders with a proxy statement 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 Company shall prepare and file written information supplied by Venturian for the Proxy Statement purpose of inclusion in preliminary form the proxy statement to be sent to the shareholders of Venturian in connection with the SEC as promptly as reasonably practicable after meeting of Venturian's shareholders (the "Venturian Shareholders Meeting") shall not, on the date of this Agreement. The Company will provide the proxy statement is first mailed to Parent a reasonable opportunity to review and comment upon the Proxy Statement, Venturian's shareholders or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below)Venturian Shareholders Meeting, (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company Purchaser and NorcaTec shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC provide to Venturian such information with respect to the Proxy Statement themselves and of any request by the SEC for any amendment or supplement thereto or for additional information and shall their affiliates as soon as Venturian may reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable require in connection with the Proxy Statement or any other preparation of such proxy statement, filingand such information shall not contain any untrue statement of a material fact, notice or application made by or on behalf fail to state any material fact necessary in order to make any information so provided, in light of Parentthe 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 Company or any proxy statement to conform to the requirements of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger Securities Act of 1934, as amended and the transactions contemplated by this Agreementgeneral 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 notify Seller of the results of the Venturian Shareholders Meeting after such meeting.

Proxy Statement. The Company shall prepare and file --------------------------------------- information to be supplied by Xxxxxxxxxx for inclusion in the Proxy Registration Statement in preliminary form with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statementnot, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of time the Company Registration Statement is declared effective and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below)Effective Time, (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent information to be supplied by Xxxxxxxxxx for inclusion in the Proxy Statement will not, on the date of the receipt of all comments Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Xxxxxxxxxx'x stockholders, at the time of the SEC Xxxxxxxxxx Stockholders' Meeting, and at the Effective Time, contain any statement that, in light of the circumstances under which it is made, is false or misleading with respect to any material fact, omits to state any material fact necessary in order to make the statements made therein not false or misleading, or omits to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Xxxxxxxxxx Stockholders' Meeting that has become false or misleading. If at any time prior to the Effective Time, any event relating to Xxxxxxxxxx or any of its affiliates, officers or directors is discovered by Xxxxxxxxxx that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement Statement, Xxxxxxxxxx will promptly inform COFI, and of any request by the SEC for any such amendment or supplement thereto will be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Xxxxxxxxxx. Notwithstanding the foregoing, Xxxxxxxxxx makes no representation or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, warranty with respect to any information supplied by COFI that is contained in the Registration Statement or 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 by 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. Subject to applicable Laws, the Company and Parent will (with respect to itself Xxxxxxxxxx) comply in all material respects as to form and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection substance with the Proxy Statement or any other statement, filing, notice or application made by or on behalf requirements of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger Exchange Act and the transactions contemplated by this Agreementrules and regulations thereunder.

Proxy Statement. The Company shall prepare and file the Proxy Statement in preliminary form with the SEC SEC, subject to prior notice to Parent, as promptly as reasonably practicable after the date of this Agreementhereof, a preliminary Proxy Statement relating to the Merger. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, Statement shall comply as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it SEC and Nasdaq. Prior to filing the Proxy Statement, or any dissemination thereof to the shareholders of the Company, and prior to responding to any comments from the SEC with respect thereto, the Company shall provide Parent and its Subsidiaries for inclusion counsel with a reasonable opportunity to review and to comment on such document or incorporation response, which the Company shall consider in good faith. The Proxy Statement shall be in form and substance reasonably satisfactory to each of the Company, Parent and Merger Sub. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by reference the Exchange Act to be included in the Proxy Statement. The Company shall obtain and furnish the information required to be included in the Proxy Statement, shall cause the Proxy Statement will to be mailed to the Company’s shareholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.2(d)) to obtain the necessary approval of the Merger by its shareholders. The Company shall promptly notify Parent and Merger Sub upon the receipt of, and consult with Parent regarding, any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective affiliates, this Agreement or the Transactions (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or 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 are made, not misleading. The , the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be prepared by the Company shall as soon as reasonably practicable notify Parent and filed with the SEC, and to the extent required by applicable Law, disseminated to the shareholders of the receipt of all comments of the SEC with respect Company. Subject to Section 5.2(d), the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between include the Company and/or any of its representatives on the one hand, and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementBoard Recommendation.

Proxy Statement. The Stockmans shall provide to Company shall prepare such information with respect to Stockmans, Stockmans Bank and their respective businesses and such assistance as may be reasonably necessary to permit Company to file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable after a registration statement (the date “S-4 Registration Statement”) covering the issuance of the shares of Company Common Stock required hereby (including a proxy statement to be used by Stockmans and Company to 44 solicit proxies from their respective shareholders for meetings at which Stockmans shareholders will be asked to consider and vote on the principal terms of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon Agreement (in its definitive form, the “Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC”)). The Company Stockmans agrees, as to itself and its Subsidiariesany Stockmans Subsidiary, that none of the 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 statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined Stockmans shareholder meeting to be held in Section 6.4 below), (a) the Proxy Statement will comply in all material respects connection with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will Holding 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, in light of the circumstances under which they were made, not misleading. The Stockmans and Company shall will cause the S-4 Registration Statement to comply as soon as reasonably practicable notify Parent to form in all material respects with the applicable provisions 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, Securities Act and the SEC, on the other hand, with respect to the Proxy Statement. The Company rules 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementregulations thereunder.

Proxy Statement. The Company As soon as practicable after the Closing, Intek shall prepare and file with the Securities and Exchange Commission a proxy statement and related solicitation materials relating to a special meeting of the holders of the Intek's common stock, $.01 par value (the "Intek Stockholders' Meeting") concerning the Securicor Agreement and the transactions contemplated thereby (such proxy statement, as amended or supplemented from time to time, being herein referred to as the "Proxy Statement"), and shall use its best efforts to cause the Proxy Statement to be mailed to its stockholders at such time and in preliminary form with such manner as permits the SEC Intek Stockholders' Meeting to be held as promptly as practicable. MIC and Xxxxxxxx shall each use its best efforts to furnish all information as may be reasonably practicable after requested by Intek and, in any case, as required with respect to Intek by Regulation 14A under the Exchange Act for inclusion in the Proxy Statement. The information provided by Intek and MIC, respectively, for use in the Proxy Statement shall, on the date when the Proxy Statement is first mailed to Intek's stockholders, and on the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review the Intek Stockholders' Meeting, be true and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply correct in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or shall not 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, contained therein not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect , and Intek, MIC and Xxxxxxxx each agree promptly to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. Intek shall duly call, give notice of, convene and hold the Intek Stockholders' Meeting, for the purpose of any request by the SEC for any amendment or supplement thereto or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one handapproving, and the SECamong other matters, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this under the Securicor Agreement.. Intek, through its Board of Directors, shall recommend to

Proxy Statement. The As soon as reasonably practicable after the date hereof, the Company shall prepare and file the draft proxy statement relating to the Special Meeting and such other reports, schedules or other information (including Schedule 13E-3 under the Exchange Act) as may be required with the SEC, respond to comments of the staff of the SEC, if any, file the definitive proxy statement (the "COMPANY PROXY STATEMENT") as soon as practicable, and promptly thereafter mail such Company Proxy Statement in preliminary form with to all holders of record (as of the SEC as promptly as reasonably practicable after the date applicable record date) of this AgreementExisting Shares. The Company will provide and Recap shall cooperate reasonably with each other in the preparation of the proxy statement and such other materials. Recap shall provide, and shall cause its Affiliates to Parent a provide, the Company and any of its Affiliates with any information for inclusion in the Company Proxy Statement or any other filings required to be made by the Company or any of its Affiliates with any Governmental Entity in connection with the transactions contemplated by this Agreement which may be required under applicable law and which is reasonably requested by the Company or any of its Affiliates. The Company agrees that Recap shall be given reasonable opportunity to review and comment upon on the Proxy Statement, or any amendments or supplements thereto, draft proxy statement relating to the Special Meeting and such other materials and to approve such draft proxy statement and such other materials prior to their filing (which approval will not be unreasonably withheld) and thereafter to participate in discussions concerning the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders comments of the Company SEC staff and at the time of the Stockholders’ Meeting to approve all responses thereto (as defined in Section 6.4 belowwhich approval will not be unreasonably withheld, delayed or conditioned), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable promptly notify Parent Recap of the receipt of all the comments of the SEC with respect to the Proxy Statement and of any request by from the SEC for any amendment amendments or supplement thereto supplements to the Company Proxy Statement or for additional information information, and shall as soon as reasonably practicable provide to Parent will promptly supply Recap with copies of all material correspondence between the Company and/or any of or its representatives Representatives, on the one hand, and the SECSEC or members of its staff, on the other hand, with respect to the Company Proxy Statement, the Asset Drop Down, or the Merger. If at any time prior to the Special Meeting any event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to, the Company Proxy Statement, the Company will promptly inform Recap. In such case, the Company, with the cooperation of Recap, will, upon learning of such event, promptly prepare and mail such amendment or supplement; PROVIDED, that prior to such mailing, the Company shall consult with Recap with respect to such amendment or supplement and shall afford Recap reasonable opportunity to comment thereon. The Company and Parent shall each use its reasonable best efforts to promptly provide responses will notify Recap at least 24 hours prior to the SEC with respect to all comments received on the Proxy Statement by the SEC and mailing of 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statementamendment or supplement thereto, filing, notice or application made by or on behalf to the stockholders of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this AgreementCompany.

Proxy Statement. (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the Merger, as soon as practicable following the Acceptance Time, the Company, Parent and Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, the Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting. The Company, Parent and Acquisition Sub, as the case may be, shall furnish all information concerning the Company, on the one hand, and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, as the other may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the Company, Parent and Acquisition Sub shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect. The Company shall prepare and file take all steps necessary to cause the Proxy Statement in preliminary form Statement, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as promptly as reasonably practicable after and to the date of this Agreementextent required by applicable Laws. The Company will shall provide to Parent Parent, Acquisition Sub and their counsel a reasonable opportunity to review and comment upon on the Proxy Statement, or any amendments or supplements thereto, Statement prior to the filing the same thereof with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company shall give reasonable and at the time of the Stockholders’ Meeting good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as defined in Section 6.4 belowsoon as reasonably practicable), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of provide in writing to Parent, Acquisition Sub and their counsel any comments or other communications, whether written or oral, the receipt of all comments of Company or its counsel may receive from the SEC or its staff 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 as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one handpromptly after such receipt, and the SEC, on the other hand, 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 by the SEC and the Company shall cause provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the definitive Proxy Statement formulation of any response to be mailed promptly after the date any such comments of the SEC or its staff advises that it has no further comments thereon or that (including a reasonable opportunity to review and comment on any such response, to which the Company may commence mailing the Proxy Statement. Subject shall give reasonable and good faith consideration to applicable Lawsany comments made by Parent, the Company Acquisition Sub and Parent (with respect their counsel) and to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable participate in connection any discussions with the Proxy Statement SEC or its staff regarding any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementsuch comments.

Proxy Statement. The Promptly following the date of this Agreement, the Company shall prepare the Proxy Statement, and, if necessary, the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement in preliminary form with would be included. If the SEC Form S-4 is filed, the Company shall use its best efforts as promptly as reasonably practicable to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable or, if the Form S-4 is filed, as promptly as practicable after the date of this AgreementForm S-4 is declared effective under the Securities Act. The If the S-4 is filed, the information provided by the Company will provide for use in the Form S-4, and to Parent a reasonable opportunity to review be supplied by Purchaser in writing specifically for use in the Form S-4, shall, at the time the Form S-4 becomes effective and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at on the date of mailing the Shareholders Meeting referred to shareholders of the Company above, be true and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply correct in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or shall not omit to state any material fact required to be stated therein or necessary in order to make such information not misleading, and the statements therein, Company and Purchaser each agree to correct any information provided by it for use in light the Proxy Statement or the Form S-4 which shall have become false or misleading. Purchaser and the Company will cooperate with each other in the preparation of the circumstances under which they were madeProxy Statement and the Form S-4 (if one is filed); without limiting the generality of the foregoing, not misleading. The the Company shall as soon as reasonably practicable will immediately notify Parent Purchaser of the receipt of all any comments of from the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment to the Proxy Statement or supplement thereto the Form S-4 or for additional information and shall as soon as reasonably practicable provide to Parent copies of all material correspondence between the Company and/or any of its representatives on the one hand, and information. All filings with the SEC, on including the other handProxy Statement and the Form S-4 (if filed) and any amendment thereto, and all mailings to the Company's shareholders in connection with respect the Merger, including the Proxy Statement, shall be subject to the prior review, comment and approval of Purchaser (which approval by Purchaser shall not be unreasonably withheld). Purchaser will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company and Parent shall each agrees to use its reasonable best efforts efforts, after consultation with the other parties hereto, to respond promptly provide responses to any comments made by the SEC with respect to all comments received on the Form S-4 (if filed) or Proxy Statement and any preliminary version thereof filed by the SEC it and the Company shall cause the definitive such Proxy Statement to be mailed promptly after to the date Company's shareholders at the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreementearliest practicable time.

Proxy Statement. The Company Following delivery to Accessity of the audited balance sheets as of December 31, 2003 and the related statements of income and changes in financial position or cash flows, as appropriate, for the period then ended for each of the Acquired Companies and subject to the reasonable satisfaction of Accessity with same and with the results of its due diligence investigation of the Acquired Companies as of such time, promptly thereafter, Accessity shall prepare and file the Proxy Statement in preliminary form cause to be filed with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will provide to Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall as soon as reasonably practicable notify Parent of the receipt of all comments of the SEC with respect to the Proxy Statement Accessity Special Shareholders' Meeting (the "PROXY STATEMENT") and any other documents required by the Securities Act, the Exchange Act or any other federal, foreign or state Blue Sky or related laws in connection with the Share Exchange and the transactions contemplated by this Agreement (collectively, "OTHER FILINGS"). Accessity will notify each of the Acquired Companies of any comments from the SEC or its staff or any other Governmental Body and of any request by the SEC or its staff or any other Governmental Body for amendments to the Proxy Statement or any amendment or supplement thereto Other Filings or for additional information and shall as soon as reasonably practicable provide to Parent will supply each of the Acquired Companies with copies of all material correspondence between the Company and/or Accessity and any of its representatives Advisors or representatives, on the one hand, and the SECSEC or its staff or any other Governmental Body, on the other hand, with respect to the Proxy Statement, any Other Filings or the Share Exchange. The Company and Parent Accessity shall each use its all commercially reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on cause the Proxy Statement and any Other Filings to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the Company shall SEC or its staff or any other Governmental Body. Accessity will use all reasonable efforts to cause the definitive Proxy Statement to be mailed to Accessity's shareholders, as promptly as practicable after the date Proxy Statement is permitted to be mailed under the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. Subject to applicable Laws, the Company rules and Parent (with respect to itself and Merger Sub) each shall, upon request regulations promulgated by the other, SEC. Each of the Acquired Companies shall promptly furnish the other with to Accessity all information concerning itself, its Subsidiaries, directors, officers and stockholders such Acquired Company and such other matters as Acquired Company's shareholders that may be required or reasonably necessary or advisable requested in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions action contemplated by this AgreementSECTION 11.6.

Proxy Statement. The Promptly after execution and delivery of this Agreement, the Company shall prepare and shall file with the SEC as soon as is reasonably practicable a preliminary Proxy Statement, together with a form of proxy, with respect to the meeting of the Company's stockholders at which the stockholders of the Company will be asked to vote upon and approve this Agreement and the Merger and shall use all reasonable efforts to have the Proxy Statement in preliminary and form with of proxy cleared by the SEC as promptly as reasonably practicable after practicable, and promptly thereafter shall mail the date definitive Proxy Statement and form of this Agreementproxy to stockholders of the Company. The Company will provide to Parent a reasonable opportunity to review and comment upon the term "Proxy Statement, " shall mean such proxy or any information statement at the time it initially is mailed to the Company's stockholders and all amendments or supplements thereto, prior to filing the same with the SECif any, similarly filed and mailed. The Company agreesinformation provided and to be provided by Parent, as to itself and its Subsidiaries, that at the date of mailing to shareholders of the Company and at the time of the Stockholders’ Meeting (as defined in Section 6.4 below), (a) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act Purchaser and the rules and regulations thereunder and (b) none of the information supplied by it or any of its Subsidiaries Company, respectively, for inclusion or incorporation by reference use in the Proxy Statement will shall, on the date the Proxy Statement is first mailed to the Company's stockholders and on the date of the Special Meeting (as hereinafter defined), not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinsuch information, in light of the circumstances under which they were madeit was provided, not misleading. The Company shall as soon as reasonably practicable notify , and the Company, Parent of the receipt of all comments of the SEC with respect and Purchaser each agree to correct any information provided by it for use in the Proxy Statement and of which shall have become false or misleading in any request by the SEC for any amendment or supplement thereto or for additional information and material respect. The Proxy Statement shall comply as soon as reasonably practicable provide to Parent copies of form in all material correspondence between respects with all applicable requirements of federal securities laws. The Proxy Statement shall contain the recommendation of the Board of Directors that the stockholders of the Company and/or any of its representatives on the one hand, vote to adopt and the SEC, on the other hand, 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 by 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. Subject to applicable Laws, the Company and Parent (with respect to itself and Merger Sub) each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with approve the Merger and the transactions contemplated by this Agreement.