Common use of Proxy Statement Clause in Contracts

Proxy Statement. (a) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerAgreement Date, the Company shall prepare, and Parent shall provide reasonable cooperation to the Company in the preparation of, a proxy statement to be sent to the Company’s stockholders in connection with the Company Stockholders Meeting (together with any amendment thereof or supplements thereof, the “Proxy Statement”). As promptly as practicable after the Agreement Date and from time to time thereafter, Parent shall provide such information regarding Parent and Merger Sub that the Company may reasonably request for inclusion in the Proxy Statement. Subject to the timely receipt of any information regarding Parent that is required to be included in the Proxy Statement, the Company shall: (i) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC; (ii) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement; (iii) promptly cause the Proxy Statement to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand; (v) promptly notify Parent upon the receipt of any comments or requests from the SEC with respect to the Proxy Statement; (vi) promptly respond to any comments or requests of the SEC; and (vii) cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable following the Agreement Date and clearance of the Proxy Statement by the SEC. To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC relating to the Proxy Statement or this Agreement. (b) If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a), (i) prepare and file with the SEC andsuch amendment or supplement as soon thereafter as is reasonably practicable, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as ii) if appropriate, satisfying all requirements of the Securities Exchange Act (cause such proxy amendment or information statement in the form supplement to be mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and If any event relating to Parent agree or Merger Sub occurs, or if Parent becomes aware of any information regarding Parent or Merger Sub that is required to cooperate be disclosed in making any preliminary filings of an amendment or supplement to the Proxy Statement with Statement, then Parent shall promptly inform the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. Company of such information. (c) The Company shall provide Parent for its review a copy ensure that none of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize information included or incorporated by reference in the Proxy Statement (other than information relating to Parent included in the Proxy Statement that was provided by Parent) will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. 39 (d) Parent shall ensure that none of the information concerning relating to Parent and its subsidiaries that is provided to the Company for inclusion in connection with, or contained in, the Proxy StatementStatement and that is included in the Proxy Statement will, at the time the Proxy Statement is mailed to the Company’s stockholders or at the time of the Company Stockholders Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be included in such information or necessary in order to make statements therein, in light of the circumstances under which they are made, not misleading.

Proxy Statement. (ai) Following As promptly as practicable following the consummation execution and delivery of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary this Agreement, Parent shall, in order to consummate the Mergeraccordance with this Section 7.1(a), the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholdersin preliminary form, a proxy statement in connection with a meeting the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Parent relating to the Company's Special Meeting, for the purpose of, among other things: (A) providing Parent’s stockholders with the opportunity to redeem shares of Parent Class A Stock (the “Parent Stockholder Redemption”); and (B) soliciting proxies from holders of Parent Class A Stock to vote upon at the Special Meeting in favor of: (1) the adoption of this Agreement and approval of the Merger Transactions; (2) the issuance of shares of Parent Class A Stock in connection with Section 2.6; (3) the amendment and restatement of the Parent Organizational Documents in the form of the Parent A&R Charter attached hereto as Exhibit A; and (4) any other proposals the Parties deem necessary or desirable to consummate the Transactions (collectively, the “Parent Stockholder Matters”). Without the prior written consent of the Stockholder Representative and the transactions contemplated hereby and thereby Company (the "COMPANY PROPOSALS"each such consent not to be unreasonably withheld, conditioned or delayed), or an information statement, the Parent Stockholder Matters shall be the only matters (other than procedural matters) which Parent shall propose to be acted on by the Parent’s stockholders at the Special Meeting. The Proxy Statement will comply as appropriate, satisfying all to form and substance with the applicable requirements of the Securities Exchange Act and the rules and regulations thereunder. Parent shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Parent, as promptly as practicable (but in no event later than five Business Days except as otherwise required by Applicable Legal Requirements) following the earlier to occur of: (Y) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (Z) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such proxy or information statement in earlier date, the form mailed by “Proxy Clearance Date”). (ii) Prior to filing with the SEC, Parent will make available to the Company drafts of the Proxy Statement and any other documents to its stockholdersbe filed with the SEC, together both preliminary and final, and any amendment or supplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Parent shall not file any and all amendments such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or supplements thereto, is herein referred to as the "PROXY STATEMENT"delayed). Parent will furnish advise the Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) the issuance of any stop order by the SEC; (F) any request by the SEC for amendment of the Proxy Statement; (G) any comments from the SEC relating to the Proxy Statement and responses thereto; and (H) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Proxy Statement and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company ifdrafts. (iii) If, at any time prior to the meeting Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of stockholders a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly file an amendment or supplement to the Proxy Statement containing such information. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then Company shall promptly inform Parent of such information, event or circumstance. (iv) Parent shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Company agrees to promptly provide Parent with all information concerning the business, management, operations and financial condition of the Company referenced hereinand the Company Subsidiaries, any in each case, reasonably requested by Parent Information (as defined) for inclusion in the Proxy Statement is or becomes incorrect or incomplete in any material respect Statement. The Company shall cause the officers and to provide employees of the Company with the information needed to correct such inaccuracy or omission. Parent will furnish and the Company with such supplemental information as may Subsidiaries to be necessary in order to cause the Proxy Statement, insofar as it relates reasonably available to Parent and its subsidiaries, to comply counsel in connection with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings drafting of the Proxy Statement with the SEC, as promptly as practicable, pursuant and responding in a timely manner to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of comments on the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes from the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy StatementSEC.

Proxy Statement. (a) Following As promptly as practicable after the consummation of the Offer Closing Date and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order subject to consummate the MergerSection 4.2(d), the Company Parent shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby Parent Stockholder Matters (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent will furnish shall use its reasonable best efforts to (i) cause the Proxy Statement to comply with applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. Parent shall not file the Proxy Statement, or any amendment or supplement thereto, or respond to SEC comments or requests, without providing the Company a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by Parent). (b) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with such information concerning Parent the requirements of applicable U.S. federal securities Laws and its subsidiaries as is the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) Parent shall use reasonable best efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, insofar all in compliance with applicable U.S. federal securities laws and the DGCL. If Parent, First Merger Sub, Second Merger Sub or the Surviving Entity (A) become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the Proxy Statement or for additional information related thereto, or (C) receives SEC comments on the Proxy Statement, as it relates the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate and consult with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders. (d) The Parties shall reasonably cooperate and consult with each other and provide, and shall use reasonable best efforts to cause their respective Representatives to provide, the other Party and its subsidiariesRepresentatives, with all true, correct and complete information regarding such Party that is required by Law to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) be included in the Proxy Statement is or becomes incorrect or incomplete reasonably requested by the other Party to be included in the Proxy Statement. If at any material respect and to provide the Company with time the information needed provided in Proxy Statement has or will become “stale” and new information should, as determined by Parent acting reasonably, be disclosed in an amendment or supplement to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates then Parent shall promptly inform the Company thereof and each such Party shall cooperate and consult with one another, and shall use reasonable best efforts to Parent cause their accounting and its subsidiariesother outside professionals to so cooperate and consult, to comply with applicable Law after (i) in providing the mailing thereof to the stockholders of the Company. The Company financial reporting necessary for such filing and Parent agree to cooperate (ii) in making any preliminary filings of the Proxy Statement filing such amendment or supplement with the SECSEC (and, as promptly as practicable, pursuant if related to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement, mailing such amendment or supplement to the Parent stockholders).

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, (i) the Company shall shall, with the assistance of Parent, prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information such proxy statement, as appropriateamended or supplemented from time to time, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the “Proxy Statement, insofar as it relates ”) to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof sent to the stockholders of the Company. The Company and Parent agree relating to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange ActCompany Stockholders’ Meeting. The Company shall provide Parent for use its review a copy of reasonable best efforts to cause the Proxy Statement prior in preliminary form to each filing thereof, be filed with reasonable time and opportunity for such reviewthe SEC within ten (10) Business Days of the date of this Agreement. Parent authorizes shall furnish to the Company all information concerning Parent, Merger Sub and the Guarantor required by the Exchange Act to utilize be set forth in the Proxy Statement. The Company shall as promptly notify Parent of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. As promptly as practicable after the Proxy Statement is cleared by the SEC the Company shall mail the Proxy Statement to its stockholders. Except as otherwise required by applicable Law, no amendment or supplement to the Proxy Statement will be made by the Company without the prior consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). (b) The Proxy Statement shall (i) state that the Company Board has unanimously (A) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and (B) approved this Agreement and declared its advisability, (ii) include the Company Recommendation (except to the extent that the Company effects an Adverse Recommendation Change in accordance with Section 7.03) and (iii) include the written opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Partners Inc., that, as of the date of this Agreement, the Merger Consideration to be paid to the holders of Shares is fair, from a financial point of view, to such holders. (c) The information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement shall not, at (i) the information concerning Parent and its subsidiaries provided time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company in connection with, or contained in, the Proxy Statement.and

Proxy Statement. (a) Following As promptly as reasonably practicable (and in no event later than three weeks) following the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail proxy statement (including the letter to stockholders, a proxy statement notice of meeting and form of proxy, the “Proxy Statement”) in preliminary form in connection with a meeting of the Company's stockholders to vote upon seeking the adoption of this Agreement and by the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements stockholders of the Securities Exchange Act (Company and shall use its reasonable best efforts to respond to any comments by the SEC staff in respect of the Proxy Statement. Parent and Merger Sub shall provide to the Company such proxy or information statement as the Company may reasonably request for inclusion in the form mailed by the Proxy Statement. The Company to shall use its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall as promptly as practicable notify Parent of the receipt of any oral or written comments from the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto) and on all written responses to requests for additional information by and replies to written comments of the SEC staff, insofar as it relates and shall consider in good faith including in such document comments proposed by Parent, prior to filing of the Proxy Statement (including each amendment or supplement thereto) with, or mailing any such response or replies to, the SEC. The Company shall provide Parent with copies of all filings made and its subsidiaries, correspondence with the SEC with respect to comply with applicable Lawthe Proxy Statement. Parent agrees promptly to advise the Company if, If at any time prior to the meeting of stockholders of the Company referenced hereinEffective Time, any Parent Information (as defined) information should be discovered by any Party hereto which should be set forth in an amendment or supplement to the Proxy Statement is so that the Proxy Statement would not include any misstatement of a material fact or becomes incorrect or incomplete in omit to state any material respect and fact required to provide 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 shall promptly notify the other Parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the information needed SEC and, to correct such inaccuracy or omission. Parent will furnish the extent required by applicable Law, disseminated by the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. . (b) The Proxy Statement to be filed by the Company and Parent agree to cooperate with the SEC in making any preliminary filings connection with seeking the adoption of this Agreement by the stockholders of the Proxy Statement Company will not, at the time it is filed with the SEC, as promptly as practicableor at the time it is first mailed to the stockholders of the Company or at the time of the Company Meeting, pursuant or at the time of any amendments or supplements thereto, contain any untrue statement of a material fact or omit to Rule 14a-6 state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under the Securities Exchange Actwhich they are made, not misleading. The Company shall provide Parent for its review a copy of will cause the Proxy Statement prior to each filing thereof, comply as to form in all material respects with reasonable time and opportunity for the requirements of the Exchange Act applicable thereto as of the date of such reviewfiling. Parent authorizes No representation is made by the Company with respect to utilize statements made in the Proxy Statement the based on information concerning Parent and its subsidiaries provided supplied in writing by Parent, Merger Sub or any of their Affiliates to the Company in connection with, specifically for inclusion or contained in, the Proxy Statementincorporation by reference therein.

Proxy Statement. (a) Following As promptly as practicable after the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerClosing Date, the Company Utah shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement relating to the Utah Stockholder Meeting to be held in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement Conversion Proposal and the Merger and the transactions contemplated hereby and thereby Charter Amendment Proposal (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent Utah shall use its commercially reasonable efforts to (i) cause the Proxy Statement to comply with applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. (b) Utah covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will furnish (i) comply as to form in all material respects with the Company with such information concerning Parent requirements of applicable U.S. federal securities laws and its subsidiaries as is the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) Utah shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Utah’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply all in compliance with applicable LawU.S. federal securities laws and the DGCL. Parent agrees promptly to advise If Utah, First Merger Sub, Second Merger Sub or the Company ifbecome aware of any event or information that, at any time prior pursuant to the meeting of stockholders of Securities Act or the Company referenced hereinExchange Act, any Parent Information (as defined) should be disclosed in the Proxy Statement is an amendment or becomes incorrect or incomplete in any material respect and supplement to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and its subsidiariesshall cooperate with such other Parties in Utah filing such amendment or supplement with the SEC and, to comply with applicable Law after the if appropriate, in mailing thereof such amendment or supplement to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy StatementUtah stockholders.

Proxy Statement. (a) Following After the consummation of the Offer Appointment Date, if required, Parent and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall jointly prepare and shall file with the SEC anda document or documents that will constitute the Proxy Statement. Parent or Company, when cleared by as the SECcase may be, shall mail to stockholders, a proxy statement furnish all information concerning Parent or Company as the other party may reasonably request in connection with a meeting such actions and the preparation of the Proxy Statement. As promptly as practicable, the Proxy Statement shall be mailed to the stockholders of Company's stockholders . Each of the parties hereto shall cause the Proxy Statement to vote upon comply as to form and substance to such party in all material respects with the adoption applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NYSE and (iv) the rules and regulations of the Nasdaq. (b) The Proxy Statement shall include the approval of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements recommendation of the Securities Exchange Act (such proxy or information statement in the form mailed by the Board of Directors of Company to Company's stockholders that they vote in favor of adoption of this Agreement, subject to the right of the Board of Directors of Company to withdraw its stockholdersrecommendation and to recommend a Superior Proposal determined to be such in compliance with Section 6.4 of this Agreement; provided, together with any and all amendments however, that the Board -------- ------- of Directors of Company shall submit this Agreement to Company's stockholders whether or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, not at any time prior subsequent to the meeting of stockholders of date hereof such board determines that it can no longer make such recommendation; provided, further, that nothing -------- ------- in this Agreement shall prevent the Company referenced hereinBoard from withholding, any Parent Information withholding, amending or modifying its recommendation if the Company Board determines in good faith (as definedafter consultation with its outside legal counsel) in that its fiduciary duties under applicable Law require it to do so. (c) No amendment or supplement to the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide shall be made without the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to approval of Parent and its subsidiariesCompany, to comply with applicable Law after the mailing thereof to the stockholders which approval shall not be unreasonably withheld or delayed. Each of the Company. The Company and Parent agree to cooperate in making parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of any preliminary filings request by the SEC for amendment of the Proxy Statement with or comments thereon and responses thereto or requests by the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent SEC for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementadditional information.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of this Agreement, BLAC (with the assistance and cooperation of the Offer and if required Company as reasonably requested by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company BLAC) shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a statement/prospectus (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of BLAC for the meeting of BLAC’s stockholders (the Company's stockholders “BLAC Stockholders’ Meeting”) to vote upon the be held to consider approval and adoption of (1) this Agreement and the Merger Business Combination, (2) the second amended and restated BLAC Certificate of Incorporation, (3) the Equity Plan, (4) the election of the Initial Post-Closing BLAC Directors to serve as the members of the BLAC Board as of immediately following the Effective Time and until their respective successors are duly elected or appointed and qualified, and (5) any other proposals the Parties deem necessary to effectuate the Business Combination (collectively, the “BLAC Proposals”). The Company shall furnish all information concerning the Company, the Company Subsidiaries and LBV and any affiliates of LBV to be acquired pursuant to the LBV Acquisition as BLAC may reasonably request in connection with such actions and the preparation of the Proxy Statement. BLAC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement, (iii) to keep the Proxy Statement current as long as is necessary to consummate the transactions contemplated hereby hereby. Prior to the effective date of the Proxy Statement, BLAC shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of BLAC Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after the Proxy Statement has been resolved of all comments from the SEC, each of the Company and thereby BLAC shall mail the Proxy Statement to their respective stockholders. Each of BLAC and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Proxy Statement. (b) No filing of, or amendment or supplement to the "COMPANY PROPOSALS"Proxy Statement, will be made by BLAC without the approval of the Company (such approval not to be unreasonably withheld, conditioned, or delayed). BLAC will advise the Company, promptly after they receive notice thereof, of the time when the Proxy Statement has been resolved of all SEC comments or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the BLAC Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of BLAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), or an information statement, as appropriate, satisfying all requirements any response to comments of the Securities Exchange Act (such proxy SEC or information statement in its staff with respect to the form mailed by the Company to its stockholders, together with Proxy Statement and any and all amendments or supplements filed in response thereto. (c) BLAC represents that the information supplied by BLAC for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is herein referred first mailed to as the "PROXY STATEMENT"). Parent will furnish stockholders of BLAC, (ii) the Company with such information concerning Parent time of the BLAC Stockholders’ Meeting, and its subsidiaries as is (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates to Parent and its subsidiariesin light of the circumstances under which they were made, to comply with applicable Lawnot misleading. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting of stockholders Effective Time, any event or circumstance relating to BLAC or its officers or directors, should be discovered by BLAC which should be set forth in an amendment or a supplement to the Proxy Statement, BLAC shall promptly inform the Company. All documents that BLAC is responsible for filing with the SEC in connection with the Business Combination or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company referenced herein, any Parent Information (as defined) represents that the information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of BLAC, (ii) the time of the BLAC Stockholders’ Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or becomes incorrect or incomplete in fail to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company, any Company Subsidiary, LBV or any affiliate of LBV to be acquired pursuant to the LBV Acquisition, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, insofar the Company shall promptly inform BLAC. All documents that the Company is responsible for filing with the SEC in connection with the Business Combination or the other transactions contemplated by this Agreement will comply as it relates to Parent form and its subsidiaries, to comply substance in all material respects with the applicable Law after the mailing thereof to the stockholders requirements of the Company. The Company Securities Act and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with rules and regulations thereunder and the SEC, as promptly as practicable, pursuant to Rule 14a-6 under Exchange Act and the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time rules and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementregulations thereunder.

Proxy Statement. (a) Following As promptly as practicable after the consummation date of this Agreement, but in any event no later than forty-five (45) days following the Offer and if required by the Securities Exchange Act because date of action by the Company's stockholders necessary this Agreement, Acquirer, in order to consummate the Mergercooperation with HOVRS, the Company shall prepare and file with the SEC anda proxy statement of Acquirer, when cleared by meeting the requirements of Delaware Law and the Exchange Act and the requirements identified in Section 6.1(d) hereof (the "Proxy Statement"). Each of Acquirer and HOVRS shall respond to any comments of the SEC, and Acquirer shall mail cause the definitive Proxy Statement to stockholdersbe mailed to its 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 not review the Proxy Statement, Acquirer shall cause the Proxy Statement to be mailed to its stockholders no later than twenty (20) Business Days after it is so advised. Each of Acquirer and HOVRS shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other Governmental Entity and of any request by the SEC or its staff or any Governmental Entity for amendments or supplements to the Proxy Statement or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other Governmental Entity, on the other hand, with respect to the Proxy Statement or the Merger. Each of Acquirer and HOVRS shall use its best efforts 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 all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, Acquirer or HOVRS, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other Governmental Entity, and/or mailing to stockholders of HOVRS and Acquirer, such amendment or supplement. (b) In furtherance and not in limitation of its obligations under Section 6.1(a), HOVRS shall promptly provide Acquirer with the information required to be included in the Proxy Statement relating to HOVRS, and HOVRS shall use commercially reasonable efforts to provide Acquirer with (i) an unqualified audit report signed by the firm of Gallina LLP with respect to each of the annual audited financial st▇▇▇▇▇▇▇s included within the HOVRS Financial Statements, (ii) a proxy statement consent in form and substance reasonably satisfactory to Acquirer, executed by such accounting firm as of a date within two (2) Business Days of each of the dates on which the HOVRS Financial Statements are filed with the SEC, consenting to the filing by Acquirer of such report with the SEC, and (iii) an acknowledgment in form and substance reasonably satisfactory to Acquirer, executed by such firm as of a date within two (2) Business Days of each such filing, confirming that such firm is independent with respect to HOVRS. (c) Except to the extent legally required for the discharge by Acquirer's board of directors of its fiduciary duties as advised by such Board's legal counsel, Acquirer will include in the Proxy Statement (i) the recommendation of the board of directors of Acquirer that the stockholders of Acquirer vote to approve the Merger, the issuance of the Acquirer Common Stock pursuant to this Agreement and such other matters as shall be required by Nasdaq in connection with a meeting the consummation of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and (ii) the transactions contemplated hereby written opinion dated as of Duff & Phelps, financial advisor to the board of directors of Acquire▇, ▇▇ the effect that the Merger is fair, from a financial point of view, to Acquirer. (d) Each of HOVRS and thereby (Acquirer shall ensure that the "COMPANY PROPOSALS"), Proxy Statement does not contain any untrue statement of a material fact or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company omit to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is state a material fact necessary in order to cause make the statements made relating to such party, in light of the circumstances under which they were made, not misleading (provided that such party shall not be responsible for the accuracy or completeness of any information concerning the other party furnished by the other party for inclusion in the Proxy Statement, insofar as it relates ). The Proxy Statement shall contain information to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise satisfy the Company if, at any time prior to the meeting information requirements of stockholders Rule 502(b) of Regulation D of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders Securities Act for purposes of satisfying Rule 506 of Regulation D of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of this Agreement, (i) the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company Parties shall prepare and Parent shall file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the meeting of the Parent stockholders (the “Parent Stockholders’ Meeting”) to be held to consider (i) approval of this Agreement and (ii) a reverse split of the Parent Common Stock. Each of Parent, STT Communications and Pihana shall use commercially reasonable efforts to cause the Proxy Statement to be cleared for mailing as promptly as practicable. Each Party shall furnish all information concerning itself as the other may reasonably request in connection with a meeting such actions and the preparation of the Company's Proxy Statement. As promptly as practicable after the Proxy Statement shall have been cleared for mailing, Parent shall mail or cause to be mailed the Proxy Statement to its stockholders. (b) Except as provided in this Section 6.01(b), the Proxy Statement shall, subject to the fiduciary duties of the Board of Directors of Parent, include the recommendation of the board of directors of Parent to the stockholders of Parent to vote upon in favor of the adoption approval of this Agreement (the “Parent Board Recommendation”) and approval of the reverse split of the Parent Common Stock and neither the board of directors of Parent nor any committee thereof shall, subject to the next sentence of this Section 6.01(b), withdraw or modify, or propose or resolve to withdraw or modify, in each case in a manner adverse to Pihana or STT Communications, the Parent Board Recommendation. Prior to the time of the Parent Stockholders’ Meeting, Parent’s board of directors may: (i) (x) approve or recommend a Superior Proposal (as defined in Section 6.12(d)), or (y) enter into an agreement with respect to a Superior Proposal, in each case at any time after the third business day following STT Communications’ and Pihana’s receipt of written notice from Parent advising STT Communications and Pihana that the board of directors of Parent has received a Superior Proposal which it intends to accept, specifying the material terms and conditions of such Superior Proposal, identifying the person making such Superior Proposal, but only if Parent shall have negotiated in good faith with STT Communications and Pihana to proceed with the transactions contemplated herein on adjusted terms that return at least equivalent value to Parent’s stockholders and debt holders as the Superior Proposal; provided, however, if Parent, STT Communications and Pihana are unable to agree to an acceptable adjustment within such three (3) business day period, Parent shall have no further obligation to negotiate such adjustment. (ii) withdraw or modify its approval or recommendation in favor of the approval of this Agreement and the Merger and the transactions contemplated hereby and thereby herein if Parent’s board of directors concludes in good faith, after consultation with its outside counsel, that the withdrawal or modification of such recommendation is consistent with Parent’s board of directors’ fiduciary duties (including its duty of candor) to the "COMPANY PROPOSALS"), Parent Stockholders. (c) No amendment or an information statement, as appropriate, satisfying all requirements supplement to the Proxy Statement will be made by any Party without the approval of the Securities Exchange Act other party (such proxy approval not to be unreasonably withheld or delayed). Each Party will advise the other Parties, promptly after it receives notice thereof, of the time the SEC has issued formal comments to the Proxy Statement, of the time at which the Proxy Statement has been cleared for mailing or any supplement or amendment has been filed, of the issuance of any stop order with the Proxy Statement or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) The information statement supplied by any Party for inclusion in the form Proxy Statement shall not, at (i) any time the Proxy Statement is mailed by to the Company stockholders of Parent, and (ii) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or fail to its stockholders, together with state any and all amendments material fact required to be stated therein or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates to Parent and its subsidiariesin light of the circumstances under which they were made, to comply with applicable Lawnot misleading. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting of stockholders of the Company referenced hereinEffective Time, any Parent Information (as defined) event or circumstance relating to any Party, or its respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement is or becomes incorrect or incomplete in discovered by any material respect and to provide the Company Party, such Party shall promptly inform each other Party. All documents that Parent is responsible for filing with the information needed SEC in connection with the Combination or the other transactions contemplated by this Agreement will comply as to correct such inaccuracy or omission. Parent will furnish form and substance in all material respects with the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders requirements of the Company. The Company Securities Act and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company Parent shall prepare and file with the SEC and, when cleared by (with appropriate requests for confidential treatment) under the SEC, shall mail to stockholders, Exchange Act a proxy statement and a form of proxy (such proxy statement, together with any amendments thereof or supplements thereto, in connection with a meeting the form delivered to the stockholders of Parent, the "Proxy Statement") relating to Parent Stockholders Meeting and the vote of the Company's stockholders of Parent with respect to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT")hereby. Parent will furnish cause the Company Proxy Statement to comply as to form in all material respects with such information concerning the Exchange Act and the rules and regulations thereunder. Parent and its subsidiaries as is necessary in order shall use all reasonable efforts to cause the Proxy Statement, insofar as it relates Statement to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company be cleared with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, SEC as promptly as practicablereasonably practicable thereafter, pursuant to Rule 14a-6 and shall take any and all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the Securities Exchange Actissuance of the Purchase Price Shares. The Company Parent shall provide Parent for its Seller an opportunity to review a copy of and comment upon the Proxy Statement prior to each any filing thereof, with the SEC. Seller shall use all reasonable time efforts to cooperate with Parent in connection with the preparation and opportunity for such review. Parent authorizes the Company to utilize in clearance of the Proxy Statement Statement. Without limiting the information concerning generality of the foregoing, Parent and its subsidiaries provided to Seller shall each notify the Company other as promptly as practicable upon becoming aware of any event or circumstance which should be described in connection withan amendment of, or contained ina supplement to, the Proxy Statement. To the extent required to comply with the federal securities laws, upon notification by Seller to Parent pursuant to the preceding sentence and prior to the Parent Stockholders Meeting, Parent shall use all reasonable efforts to prepare and file with the SEC an amendment or supplement to the Proxy Statement reflecting such event or circumstance. (b) The Proxy Statement shall include the recommendation of the Board of Directors of Parent in favor of this Agreement. Section 5.13.

Proxy Statement. (a) Following As promptly as reasonably practicable after the consummation date of this Agreement, the Parent shall cause to be prepared and filed with the SEC the Proxy Statement in preliminary 56 DB1/ 97944280.20 (b) At any time from (and including) the initial filing with the SEC of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerProxy Statement, the Company Parent shall prepare and file with the SEC and, when cleared by any amended Proxy Statement so long as Parent has provided to the SEC, shall mail to stockholders, Company a proxy statement in connection with a meeting draft copy of the Company's stockholders initial preliminary Proxy Statement at least five (5) days prior to vote upon any filing thereof and any supplement or amendment at least five days prior to any filing thereof. Parent shall use all commercially reasonable best efforts to have the adoption of this Agreement Proxy Statement approved as promptly as practicable after such filing and as necessary to consummate the Merger and the other transactions contemplated hereby hereby. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any jurisdiction) required to be taken under any applicable state securities laws in connection with the issuance of shares of Parent Common Stock in the Merger and thereby (the "COMPANY PROPOSALS")Company shall furnish all information concerning the Company, or an and use its commercially reasonable best efforts to cause its Members to furnish any information statementconcerning such Members, as appropriate, satisfying all requirements may be reasonably requested in connection with any such action. Promptly after the approval of the Securities Exchange Act (such proxy or information statement in preliminary Proxy Statement, Parent shall cause the form definitive Proxy Statement to be mailed by the Company to its stockholders, together with any and all amendments if necessary, after the definitive Proxy Statement has been mailed, promptly circulate amended, supplemented or supplements theretosupplemental proxy materials and, is herein referred to if required in connection therewith, re-solicit proxies or written consents, as the "PROXY STATEMENT")applicable. Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, If at any time prior to the meeting Effective Time, the officers and directors of stockholders Parent discover any statement which, in light of the Company referenced hereincircumstances to which it is made, any Parent Information (as defined) is false or misleading with respect to a material fact or omits to state a material fact necessary to make the statement made in the Proxy Statement is not misleading, then Parent shall immediately notify of such misstatements or becomes incorrect omissions. Parent shall advise the Company promptly after it receives notice thereof, of the time when the definitive Proxy Statement or incomplete any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock for offering or sale in any material respect and to provide jurisdiction, or any request by the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings SEC for amendment of the Proxy Statement with or comments thereon and responses thereto or requests by the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange ActSEC for additional information. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.7.17

Proxy Statement. (ai) Following As promptly as practicable following the consummation date hereof, and in any event within twenty (20) Business Days following the date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare prepare, and the Company shall file with the SEC, a preliminary form of the Proxy Statement. Parent shall provide to the Company all information concerning Parent and Merger Sub or any of their respective Affiliates as may be reasonably necessary in connection with the preparation and filing of the Proxy Statement and any other filings required to be made with the SEC and, when cleared in connection with the transactions contemplated hereby. Each of Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. The Company shall promptly resolve and respond to any comments in respect thereof received by the SEC, and Parent shall cooperate with the Company to the extent necessary to respond to and resolve such comments. The Company will cause the Proxy Statement to be mailed to Company Stockholders as soon as practicable (but in any event within fifteen (15) Business Days) following (i) the completion of any review or clearance (including deemed clearance) by the SEC or (ii) the expiration of the ten (10) day period after the filing of the preliminary Proxy Statement in the event the SEC does not affirmatively notify the Company during such period that it will or will not be reviewing the Proxy Statement (the first to occur, the “SEC Clearance Date” as the same may be amended in the event that any additional review or clearance by the SEC is required following the occurrence of an SEC Clearance Date). Notwithstanding the foregoing, in the event (1) the Company has not mailed, and was not reasonably able to mail, the Proxy Statement by July 27, 2018 and (2) the Marketing Period has not commenced by July 30, 2018, the Company will not be required to mail the Proxy Statement sooner than August 29, 2018 unless, on or after July 30, 2018 and prior to stockholdersAugust 29, 2018, Parent provides notice to the Company that it has determined in its sole discretion to eliminate in its entirety, to terminate early or to reduce the total number of consecutive Business Days required for the completion of the Marketing Period such that the Marketing Period could be completed no less than three (3) Business Days prior to the date the Company Stockholders’ Meeting will be held if the Proxy Statement is mailed within ten (10) business days thereafter (the Marketing Period, modified for such reduced number of Business Days, the “Reduced Marketing Period”) (such condition, a proxy statement “Mailing Acceleration Event”). Upon the occurrence of a Mailing Acceleration Event, the Company will cause the Proxy Statement to be mailed to the Company Stockholders as soon as practicable, but in any event no later than the later of ten (10) Business Days following (x) the Mailing Acceleration Event or (y) the SEC Clearance Date. (ii) All filings by the Company with the SEC in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby all mailings to the Company Stockholders in connection with the Merger and transactions contemplated by this Agreement shall be subject to the prior review and reasonable comment by Parent (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed which comments shall be considered by the Company in good faith) and the Company shall provide Parent with a reasonable opportunity and time period to review and comment on all such filings. (iii) The Company shall (A) as promptly as practicable notify Parent of (1) the receipt of any comments or requests from the SEC, its stockholders, together with staff or any other government officials and all amendments other written correspondence and oral communications with the SEC relating to the Proxy Statement or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish any filings by the Company with such the SEC in connection with the transactions contemplated hereby and (2) any request by the SEC for any amendment or supplements to the Proxy Statement or any filings by the Company with the SEC in connection with the transactions contemplated hereby or for additional information concerning with respect thereto and (B) supply Parent with copies of all correspondence and communications between it or any of its subsidiaries as Representatives, on the one hand, and the SEC, its staff or any other government officials, on the other hand, with respect to the Proxy Statement or the Merger. (iv) The Company shall ensure that (i) none of the information supplied, included or incorporated by reference in the Proxy Statement (other than information supplied by or on behalf of Parent) will, at the time the Proxy Statement is first mailed to the Company Stockholders and at the time of the meeting of Company Stockholders (the “Company Stockholders’ Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to cause make the statements therein, in light of the circumstances under which they are made, not false or misleading and (ii) the Proxy Statement, insofar Statement will comply as it relates to Parent and its subsidiaries, to comply form in all material respects with the applicable Lawrequirements of the Exchange Act. Parent agrees promptly shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is first mailed to advise the Company ifStockholders and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading. (v) If at any time prior to the meeting Effective Time any information relating to the Company, Parent, Merger Sub or any of stockholders of their respective Affiliates, directors or officers is discovered by the Company referenced hereinCompany, any Parent Information (as defined) or Merger Sub which is required to be set forth in an amendment or supplement to the Proxy Statement is so that such document would not include any misstatement of a material fact or becomes incorrect or incomplete in omit to state any material respect fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and to provide the Company an appropriate amendment or supplement describing such information shall be promptly filed with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiariesSEC and, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SECextent required by Law, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided disseminated to the Company in connection with, or contained in, the Proxy StatementStockholders.

Proxy Statement. As promptly as reasonably practicable, and in any event no later than fifteen (a15) Following Business Days, following the consummation date of this Agreement, the Offer Company (with the assistance and if required by the Securities Exchange Act because cooperation of action Parent and Merger Sub as reasonably requested by the Company's stockholders necessary in order to consummate the Merger, the Company ) shall (i) prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a preliminary proxy statement (as amended or supplemented, the “Proxy Statement”) relating to the Company Shareholder Meeting soliciting for approval the Requisite Shareholder Approval and (ii) in consultation with Parent, set a record date for the Company Shareholder Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection with therewith. Once the Company has established a meeting record date for the Shareholders Meeting, the Company shall not change such record date or establish a different record date for the Shareholders Meeting without the prior written consent of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby Parent (the "COMPANY PROPOSALS"which shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Bylaws. The Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to shall cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, Statement to comply as to form in all material respects with applicable Lawthe provisions of the SEC and the rules and regulations promulgated thereunder and to satisfy all rules of the NASDAQ. Parent agrees promptly Subject to advise Section 5.3, the Company if, at any time prior to the meeting of stockholders of shall include the Company referenced herein, any Parent Information (as defined) Board Recommendation in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent and its Representatives a reasonable opportunity to review and comment on the Proxy Statement, any Other Required Company Filing (as defined below) and all other materials used in connection with the Merger that (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Exchange Act, in each case prior to the filing thereof with the SEC and the mailing/dissemination thereof to the Company Shareholders. The Company shall give due consideration to all reasonable additions, deletions or changes suggested by Parent or its review a copy of respective counsel and shall not unreasonably refuse to incorporate such suggestions. The Company shall use all reasonable efforts to have the Proxy Statement prior to each cleared by the SEC as promptly as practicable after the filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As soon as reasonably practicable following the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare in accordance with the provisions of the Exchange Act and file with the SEC andthe Proxy Statement. Parent and Merger Sub will cooperate with the Company in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, when each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement SEC and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholdersstockholders as promptly as practicable after such filing, together including by responding as soon as reasonably practicable to any SEC comments with any and all amendments or supplements thereto, is herein referred respect to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar . The Company shall as it relates to soon as reasonably practicable notify Parent and its subsidiaries, Merger Sub of the receipt of any comments from the SEC with respect to comply the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information and shall provide Parent with applicable Law. Parent agrees promptly to advise copies of all correspondence between the Company ifand its representatives, on the one hand, and the SEC, on the other hand. The Company shall provide Parent with the reasonable opportunity to review and comment on drafts of the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC (provided that the Company shall (i) include in any such documents or responses all comments reasonably proposed by Parent and (ii) not file, mail or otherwise deliver such document or respond to the SEC or the staff of the SEC over Parent’s reasonable objection) prior to filing such with or sending such to the SEC, and the Company will provide Parent with copies of all such filings made and correspondence with the SEC. If at any time prior to the meeting of stockholders of the Company referenced hereinEffective Time, any Parent Information (as defined) information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement is so that the Proxy Statement would not include any misstatement of a material fact or becomes incorrect or incomplete in omit to state any material respect and fact required to provide 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 shall promptly notify the other parties hereto and, to the extent required by applicable law, the parties will cooperate with each other in connection with the preparation of an appropriate amendment or supplement describing such information, which amendment or supplement will be promptly filed by the Company with the information needed to correct such inaccuracy or omission. Parent will furnish SEC and disseminated by the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following the consummation The Parent shall within 45 days of the Offer later of the (i) Execution Date (ii) delivery of Company Audited Financial Statements, and if required by (iii) execution of the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerDivestiture Agreement, the Company shall prepare and file with the SEC in connection with the transactions contemplated hereby, a preliminary proxy statement of the Parent relating to the meeting of the stockholders of the Parent to be held for the purposes of obtaining the Parent Stockholder Approval (including any postponement, adjournment or recess thereof, the “Parent Stockholders Meeting”) therein, and any amendments or supplements thereto necessary to complete the review of such proxy statement by the SEC (the “Preliminary Proxy Statement”). The Parties shall cooperate in preparing and filing with SEC the Preliminary Proxy Statement (or such other filings as may be necessary under applicable Law). The Parent shall disseminate a definitive proxy statement (the “Definitive Proxy Statement”) to the holders of Parent Common Stock as promptly as reasonably practicable following completion of the review of the Preliminary Proxy Statement by the SEC. Newtek shall furnish all information concerning Newtek or the Company as may be reasonably requested by the Parent or required by applicable Law in connection with the preparation and filing of the Preliminary Proxy Statement and the Definitive Proxy Statement and any necessary amendments or supplements thereto (or such other filings as may be necessary under applicable Law). The Parent shall, as promptly as practicable after the receipt thereof, provide Newtek with copies of any written comments and advise Newtek of any oral comments with respect to the Preliminary Proxy Statement received by the Parent from the SEC, including any request from the SEC for amendments or supplements thereto (or such other filings as may be necessary under applicable Laws), and shall promptly provide Newtek with copies of all other material or substantive correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Notwithstanding the foregoing, prior to filing the Preliminary Proxy Statement or responding to any comments of the SEC with respect thereto, the Parent shall promptly provide Newtek and their counsel a reasonable opportunity to review such document or response (including the proposed final version of such document or response) and consider in good faith the comments of Newtek in connection with any such document or response. The Parent and its respective Representatives shall not agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Preliminary Proxy Statement or Definitive Proxy Statement prior to consulting with Newtek and, when cleared to the extent permitted by the SEC, shall mail allow Newtek or its Representatives to stockholdersparticipate. (b) The Parties each agree, a proxy statement in connection with a meeting as to itself and its Affiliates, that none of the Company's information supplied or to be supplied by it or its Affiliates, directors, officers, employees or agents for inclusion or incorporation by reference in the Definitive Proxy Statement will, at the date it is first mailed to stockholders of the Parent and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to vote upon state any material fact required to be stated therein or necessary to make the adoption statements therein, in light of this Agreement and the Merger and circumstances under which they were made, not misleading. The Parent shall cause the transactions contemplated hereby and thereby (Definitive Proxy Statement to comply as to form in all material respects with the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements applicable provisions of the Securities Act or the Exchange Act (such proxy or information statement in Act, as applicable, and the form mailed rules and regulations thereunder; provided, however, that no representation is made by the Company Parent with respect to its stockholders, together with any and all amendments statements made therein based on information supplied by Newtek or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company ifspecifically for inclusion or incorporation by reference therein. (c) If, at any time prior to the meeting Parent Stockholders Meeting, any information relating to Newtek, the Company, the Parent, or any of stockholders their respective Affiliates, officers or directors, should be discovered by any of Newtek or the Company, on the one hand, or Parent, on the other hand, that should be set forth in an amendment or supplement to the Definitive Proxy Statement or Definitive Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Company referenced hereincircumstances under which they were made, any not misleading, the Party that discovers such information shall promptly notify the other Party and the Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect shall promptly prepare and to provide the Company file with the information needed to correct SEC an appropriate amendment or supplement describing such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementinformation.

Proxy Statement. (a) Following Parent agrees that: (i) the consummation Parent Board shall recommend that the holders of Parent Common Stock vote to approve the Parent Stockholder Proposal and the Incentive Plan Proposal and shall use its reasonable best efforts to solicit and obtain such approval within the time frames set forth in Section 5.04, and (ii) the Proxy Statement shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders vote to approve the Parent Stockholder Proposal and the Incentive Plan Proposal. The Company and Parent acknowledge that, under the Nasdaq Stock Market Rules, the holders of the Offer Per Share Parent Stock Consideration will not be entitled to vote on the Parent Stockholder Proposal. (b) Parent shall use its commercially reasonable efforts to (i) cause the Proxy Statement to comply with applicable rules and if required regulations promulgated by the Securities Exchange Act because SEC and (ii) respond promptly to any comments or requests of action by the Company's stockholders SEC or its staff related to the Proxy Statement. (c) Parent covenants and agrees that the Proxy Statement (and the letters to shareholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the requirements of applicable U.S. federal securities Laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to consummate make the Mergerstatements made therein, in light of the circumstances under which they were made, not misleading. (d) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be delivered to Parent’s shareholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, all in compliance with applicable U.S. federal securities laws and the DGCL. If Parent, Merger Sub, Second Merger Sub or the Surviving Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such party, as the case may be, shall prepare promptly inform the other parties thereof and file shall cooperate with such other parties in Parent filing such amendment or supplement with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as if appropriate, satisfying all requirements of the Securities Exchange Act (in mailing such proxy amendment or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior supplement to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementstockholders.

Proxy Statement. (a) Following As promptly as reasonably practicable after the consummation execution of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare prepare, and file with the SEC and, when cleared by the SEC, shall mail the Proxy Statement relating to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT")Stockholder Approval. Parent will furnish shall provide promptly to the Company with such information concerning Parent and Merger Sub as, in the reasonable judgment of the Company, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. As promptly as reasonably practicable following the later of (i) receipt and resolution of SEC comments thereon, or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its subsidiaries stockholders. The Company will use all reasonably commercial efforts to respond and resolve any SEC comments to the Proxy Statement as promptly as practicable. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to comply in all material respects with all applicable Legal Requirements. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company shall provide Parent with reasonable opportunity to review and comment on each such filing in advance and the Company shall in good faith consider including in such filings all changes reasonably proposed by Parent. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any such other filing. The Company shall consult with Parent prior to responding to any comments or inquiries by the SEC or any other Governmental Entity with respect to any filings related to (or necessary or appropriate to facilitate) the Merger, shall provide Parent with reasonable opportunity to review and comment on any such written response in advance and shall in good faith consider including in such response all changes reasonably proposed by Parent. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence, provide Parent with reasonable opportunity to review and comment on any such amendment or supplement in advance, shall in good faith consider including in such amendment or supplement all changes reasonably proposed by Parent, and shall cooperate in filing with the SEC or its staff or any other Governmental Entity, and/or mailing to the stockholders of the Company, such amendment or supplement. (b) The information supplied by Parent for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates to Parent and its subsidiariesin light of the circumstances under which they were made, to comply with applicable Lawnot misleading. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting Effective Time, any event or circumstance relating to Parent or any of stockholders of its subsidiaries, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement is discovered by Parent, Parent shall promptly inform the Company referenced herein, any Parent Information thereof and the Company shall amend or supplement the Proxy Statement in accordance with the provisions of Section 5.1(a) above. (as definedc) The information supplied by the Company for inclusion in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide shall not, at (i) the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause time, the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (ii) the time of the Company Meeting and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The If, at any time prior to the Effective Time, any event or circumstance relating to the Company and Parent agree or any of its Subsidiaries, or their respective officers or directors, that should be set forth in an amendment or a supplement to cooperate in making any preliminary filings of the Proxy Statement with is discovered by the SECCompany, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide promptly inform Parent for its review a copy of and amend or supplement the Proxy Statement prior to each filing thereof, in accordance with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementprovisions of Section 5.1(a) above.

Proxy Statement. (a) Following Promptly after the consummation execution of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company Parent shall use reasonable best efforts to prepare and and, as soon as is reasonably practicable, file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates together with appropriate forms of proxy, with respect to Parent the Special Shareholders Meeting. The Buyer and its subsidiariesoutside counsel shall be given the opportunity to review and comment on the Proxy Statement before it is filed with the SEC. The Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after filing and, to comply with applicable Law. Parent agrees as promptly to advise after the Company ifProxy Statement has been so cleared, at any time prior shall mail the Proxy Statement to the meeting of stockholders of the Company referenced herein, Parent as of the record date for the Special Shareholders Meeting. The Buyer and the Parent each agree to correct any Parent Information (as defined) information provided by it for use in the Proxy Statement is which shall have become false or becomes incorrect or incomplete misleading in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be shall take all steps necessary in order to cause the Proxy StatementStatement as so corrected to be filed with the SEC, insofar as it relates and to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof be disseminated to the stockholders of the Company. Parent Common Stock to the extent required by applicable Law. (b) The Company Parent shall notify the Buyer promptly of the receipt by it of any comments of the SEC and Parent agree of any request by the SEC for amendments or supplements to cooperate in making any preliminary filings of the Proxy Statement and will supply the Buyer with copies of all correspondence between the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided representatives, on the one hand, and the SEC or the members of its staff or any other Government official, on the other hand, with respect to the Company in connection with, or contained in, the Proxy Statement.. The Buyer and the Parent shall use all reasonable efforts to respond promptly to any comments made by the SEC or any other Government official with respect to the Proxy Statement. Table of Contents

Proxy Statement. (a) Following For the consummation purposes of holding the Offer Stockholder Meeting, Acquiror and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company Target shall prepare and Target shall file with the SEC and, when cleared by as soon as practicable after the SEC, shall mail to stockholdersdate hereof, a proxy statement satisfying the applicable requirements in connection with a meeting all material respects of the Company's stockholders to vote upon the adoption of this Agreement Exchange Act and the Merger rules and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act regulations thereunder (such proxy or information statement in the form mailed by the Company Target to its Target stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent Each of Acquiror and its subsidiaries as is necessary in order Target shall use all reasonable efforts to cause the Proxy StatementStatement to be cleared by the SEC as promptly as practicable after such filing, insofar and Target shall use all reasonable efforts to cause the Proxy Statement to be mailed to Target's stockholders as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in practicable after the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide cleared by the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the CompanySEC. The Company and Parent agree Proxy Statement shall be approved by Target's Board of Directors. (b) No amendment or supplement to cooperate in making any preliminary filings of the Proxy Statement will be made by Target without Acquiror's approval, which approval will not be unreasonably withheld. Target shall notify Acquiror promptly of the receipt of any comments of the SEC with the SEC, as promptly as practicable, pursuant respect to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide promptly to each filing thereof, with reasonable time Acquiror copies of all correspondence between Target or any representative of Target and the SEC. Target shall give Acquiror and its counsel the opportunity for such review. Parent authorizes the Company to utilize in review and comment on all amendments and supplements to the Proxy Statement the and all responses to requests for additional information concerning Parent and its subsidiaries provided replies to the Company in connection comments prior to their being filed with, or contained insent to, the SEC. (c) Target and Acquiror shall promptly notify the other party if at any time it becomes aware that the Proxy Statement.Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, Target and Acquiror shall cooperate with each other in the preparation of a supplement or amendment to such Proxy Statement which corrects such misstatement or omission and Target shall mail an amended Proxy Statement to Target's stockholders. 37

Proxy Statement. (a) Following As promptly as practicable after the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare the Proxy Statement. Parent shall cooperate reasonably with the Company in such preparation, to the extent reasonably requested by the Company. The Company shall: (i) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and other applicable Legal Requirements; (ii) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement, and include in the Proxy Statement all changes reasonably proposed by Parent; (iii) promptly cause the Proxy Statement to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand; (v) promptly notify Parent upon the receipt of any comments or requests from the SEC or its staff with respect to the Proxy Statement; (vi) provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement and any related correspondence and filings, and include in the Proxy Statement and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or requests of the SEC or its staff; and (viii) cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable following the date of this Agreement. To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the Contemplated Transactions. (b) If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a): (i) prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement such amendment or supplement as promptly thereafter as practicable; and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as ii) if appropriate, satisfying all requirements of the Securities Exchange Act (cause such proxy amendment or information statement in the form supplement to be mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the The Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholdersas promptly as practicable following the date hereof, a proxy statement in connection with a meeting of preliminary form relating to the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company agrees, as to itself and its Subsidiaries, that, at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information statement supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the form mailed by the Company Proxy Statement will contain any untrue statement of a material fact or omit to its stockholders, together with state any and all amendments material fact required to be stated therein or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall 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 promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree shall each use its reasonable best efforts to cooperate in making any preliminary filings of promptly provide responses to the SEC with respect to all comments received on the Proxy Statement with from the SEC, as promptly as practicable, pursuant to Rule 14a-6 under SEC and the Securities Exchange Act. The Company shall provide Parent for its review a copy of cause the definitive Proxy Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement; provided, that the Company shall not be required to mail the Proxy Statement prior to each the No-Shop Period Start Date. (c) Subject to applicable Law, notwithstanding anything to the contrary stated above, prior to filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the information concerning Parent and its subsidiaries provided to SEC with respect thereto, the Company shall provide Parent with an opportunity to review and comment on such document or response and shall in connection with, good faith consider for inclusion in such document or contained in, the Proxy Statementresponse comments reasonably proposed by Parent.

Proxy Statement. (a) Following As promptly as practicable following the consummation execution and delivery of this Agreement and the availability of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary PCAOB Financial Statements, Parent shall, in order to consummate the Mergeraccordance with this Section 5.9, the Company shall prepare and file with the SEC andSEC, when cleared a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Parent Common Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. Each of Parent and the Company shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company shall mail to stockholders, a proxy statement pay all filing fees in connection with a meeting the preparation, filing and mailing of the Company's stockholders Registration Statement and Proxy Statement. Each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Promptly after the Registration Statement is declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to the Parent Stockholders. (b) Without limitation, in the Proxy Statement, Parent shall (i) solicit proxies from holders of Parent Common Stock and Parent Class B Stock to vote upon at the Parent Common Stockholders Meeting in favor of (A) the adoption of this Agreement and the Merger and approval of the transactions contemplated hereby pursuant to Section 251 of the DGCL, (B) the issuance of Parent Common Stock issuable pursuant to this Agreement at the Effective Time, (C) the adoption of an Omnibus Incentive Plan, previously approved by the Board of Directors of Parent, in form and thereby substance as set forth in Exhibit F hereto, with such changes as may be mutually agreed between Parent and the Company (the "COMPANY PROPOSALS"“Omnibus Incentive Plan”), (D) approval of the A&R Charter and each change to the A&R Charter that is required to be separately approved, and (E) any other proposals the Parties deem necessary or an desirable to consummate the transactions contemplated hereby (collectively, the “Transaction Proposals”), and (ii) file with the SEC financial and other information statement, about the transactions contemplated hereby in accordance with the Exchange Act. The Registration Statement and the Proxy Statement will comply as appropriate, satisfying all to form and substance with the applicable requirements of the Securities Exchange Act (and the rules and regulations thereunder. The Company shall furnish all information concerning it and its Affiliates to Parent, and provide such proxy or other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Registration Statement and the Proxy Statement, and the Registration Statement and the Proxy Statement shall include all information statement in the form mailed reasonably requested by the Company to its stockholdersbe included therein. Without limiting the generality of the foregoing, together the Company shall reasonably cooperate with Parent in connection with Parent’s preparation for inclusion in the Registration Statement and the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by the Registration Statement and the Proxy Statement. Each of the Company and Parent shall promptly notify the other upon the receipt of any and all comments from the SEC or any request from the SEC for amendments or supplements to the Registration Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement. (c) Prior to filing with the SEC, Parent will make available to the Company drafts of the Registration Statement, and any material amendment or supplement to the Registration Statement and will provide the Company with a reasonable opportunity to comment on such drafts, shall consider such comments in good faith and shall accept all reasonable additions, deletions or changes suggested by the Company in connection therewith. Parent shall provide written notice (email permitted) to the Company upon filing any such documents with the SEC (including response to any comments from the SEC with respect thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish advise the Company promptly after receipt of notice thereof, of (i) the time when the Registration Statement has been filed, (ii) receipt of oral or written notification of the completion of the review of the Registration Statement by the SEC, (iii) the filing of any supplement or amendment to the Registration Statement, (iv) any request by the SEC for amendment of the Registration Statement, (vii) any comments from the SEC relating to the Registration Statement and responses thereto, or (viii) requests by the SEC for additional information. Parent shall promptly respond to any SEC comments on the Registration Statement and each shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as soon after filing as practicable; provided, that prior to responding to any material requests or comments from the SEC, Parent will make available to the Company drafts of any such response and provide the Company with a reasonable opportunity to comment on such drafts. (d) If at any time prior to the Parent Common Stockholder Meeting there shall be discovered any information concerning Parent and its subsidiaries as is necessary that should be set forth in order an amendment or supplement to cause the Proxy Registration Statement so that the Registration Statement, insofar as it relates applicable, would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent and shall promptly transmit to its subsidiaries, stockholders an amendment or supplement to comply with applicable Lawthe Registration Statement containing such information. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting Effective Time, the Company discovers any information, event or circumstance relating to the Group Companies or any of stockholders their respective Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company referenced hereinshall promptly inform Parent of such information, event or circumstance. (e) Parent shall make all necessary filings with respect to the transactions contemplated hereby under the Securities Act, the Exchange Act and applicable “blue sky” laws and any rules and regulations thereunder. (f) The Company shall use its commercially reasonable efforts to promptly provide Parent Information (as defined) with all information concerning the Group Companies reasonably requested by Parent for inclusion in the Proxy Registration Statement is and any amendment or becomes incorrect or incomplete in any material respect and supplement to provide the Registration Statement (if any). The Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to shall cause the Proxy Statement, insofar as it relates officers and employees of the Group Companies to be reasonably available to Parent and its subsidiaries, to comply counsel in connection with applicable Law after the mailing thereof to the stockholders drafting of the CompanyRegistration Statement and responding in a timely manner to comments on the Registration Statement from the SEC. (g) Parent shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with Article VIII. The Company and Parent agree to cooperate in making shall extend the Offer for any preliminary filings period required by any rule, regulation, interpretation or position of the Proxy Statement with the SEC, NASDAQ or the respective staff thereof that is applicable to the Offer. Nothing in this Section 5.9(g) shall (i) impose any obligation on Parent to extend the Offer beyond the Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement in accordance with Article VIII. (h) Parent shall use its reasonable best efforts to (i) cause the shares of Parent Common Stock to be issued to the Equityholders as promptly as practicableprovided in Article II to be approved for listing on NASDAQ upon issuance, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement and (ii) make all necessary and appropriate filings with NASDAQ and undertake all other steps reasonably required prior to each filing thereof, with reasonable time and opportunity for the Closing Date to effect such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementlisting.

Proxy Statement. (a) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the The Company shall will as promptly as practicable prepare and file with the SEC and, when cleared by the SEC, shall mail a Proxy Statement to stockholders, a proxy statement in connection with a meeting of be sent to the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALSCompany Proxy Statement")) and will use its reasonable best efforts to have the Company Proxy Statement cleared by the SEC promptly. The Company will cause the Company Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will advise Parent promptly of the time when the Company Proxy Statement and any amendment or supplement to the Company Proxy Statement has been filed, and of any request by the SEC for amendment of the Company Proxy Statement or an information statementcomments thereon and responses thereto or requests by the SEC for additional information. Each of the Company and Parent agrees to use its reasonable best efforts, after consultation with the other, to respond promptly to all such comments of and requests by the SEC. (b) Each of Parent and the Company agrees, as appropriateto itself and its Subsidiaries, satisfying all requirements that none of the Securities Exchange Act (such proxy information to be supplied by it or information statement its Subsidiaries for inclusion or incorporation by reference in the form mailed by Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time or times of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to its stockholders, together with state any and all amendments material fact required to be stated therein or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates to Parent and its subsidiariesin light of the circumstances under which they were made, to comply with applicable Lawnot misleading. Parent agrees promptly to advise the Company if, If at any time prior to the meeting of stockholders date of the Company referenced hereinStockholders Meeting any information relating to Parent, the Company or any of their Affiliates, officers or directors, should be discovered by the Company or Parent Information (as defined) that should be set forth in an amendment or supplement to the Company Proxy Statement is Statement, so that such document would not include any misstatement of a material fact or becomes incorrect or incomplete in omit to state any material respect and fact required to provide be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the information needed SEC and, to correct such inaccuracy or omission. Parent will furnish the extent required by law, disseminated by the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. . (c) The Company and Parent agree will use its reasonable best efforts to cooperate in making any preliminary filings of cause the definitive Company Proxy Statement with the SEC, and all required amendments and supplements thereto to be mailed to its stockholders as promptly as practicable, pursuant to Rule 14a-6 under practicable after the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementdate hereof.

Proxy Statement. As soon as is practicable after the date hereof, the Parent and the Company shall use reasonable efforts to draft a joint proxy statement and private placement memorandum that is appropriate for the Merger and the other transactions described herein (athe "Joint Proxy Statement"). The Parent shall file with the Securities and Exchange Commission (the "Commission") Following as soon as is reasonably practicable after the consummation date hereof an appropriate version of the Offer Joint Proxy Statement ("Parent's Proxy Statement") and if required by use its best efforts to respond to any comments thereto and cause Parent's Proxy Statement to be mailed to holders of Parent Common Stock as promptly as practicable thereafter. In addition, as soon as practicable after the Securities Exchange Act because date hereof, the Company shall draft an appropriate version of action by the Joint Proxy Statement ("Company's Proxy Statement") and cause Company's Proxy Statement to be mailed to the holders of the Company's debt and equity security holders concurrently with or as soon as practicable following the mailing of the Parent's Proxy Statement. The information provided and to be provided by each of the Company and the Parent specifically for inclusion in or incorporation by reference in the Joint Proxy Statement shall be true and correct in all material respects without omission of any material fact which is required to make such information not misleading as of the date thereof and in light of the circumstances under which given or made. The Company covenants that none of the information supplied, or to be supplied, by the Company or its Subsidiaries specifically for inclusion or incorporation by reference in the Joint Proxy Statement or Parent's Proxy Statement, including, without limitation, information concerning the Company, its Subsidiaries or any of their respective affiliates, directors, officers, employees, agents, stockholders or representatives will, at the time of mailing of Parent's Proxy Statement or any amendment or supplement thereto to the Parent's stockholders, contain any untrue statement of material fact, or omit to state any material fact necessary in order to consummate make the Mergerstatements therein, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting light of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS")circumstances under which they were made, or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT")not misleading. Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting of stockholders date of the Company referenced hereinParent's stockholders' meeting, any Parent Information (as defined) event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company or its Subsidiaries for inclusion in the Joint Proxy Statement or Parent's Proxy Statement, shall occur which is required to be described in an amendment of, or becomes incorrect a supplement to, the Joint Proxy Statement or incomplete Parent's Proxy Statement, such information shall be promptly delivered to the Parent, and the Parent and the Company shall prepare an amendment or supplement to the Joint Proxy Statement. The Parent shall then promptly prepare and file with the Commission an amendment or supplement to Parent's Proxy Statement and, as required by law, disseminate to the Parent's stockholders such amendment or supplement. All documents that either the Company or any of its Subsidiaries is responsible for filing with any governmental authority will comply in all material respects with the provisions of applicable law as to the information required to be contained therein, except that no covenant is made by the Company or any of its Subsidiaries with respect to statements made therein based on information supplied by the Parent or any of its Subsidiaries or any of their respective affiliates, directors, officers, employees, agents or representatives in writing for inclusion therein. The Parent covenants that none of the information supplied, or to be supplied, by the Parent or its Subsidiaries specifically for inclusion or incorporation by reference in the Joint Proxy Statement or the Company's Proxy Statement, including, without limitation, information concerning the securities being offered as part of the Merger Consideration or the Parent, its Subsidiaries or any of their respective affiliates, directors, officers, employees, agents, stockholders or representatives will, at the time of mailing of Company's Proxy Statement or any amendment or supplement thereto to the Company's equity and debt security holders, contain any untrue statement of material fact, or omit to state any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be fact necessary in order to cause make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the date of the Company's stockholders' meeting, any event with respect to the Parent or its Subsidiaries, including the Purchaser, or with respect to other information supplied by the Parent or its Subsidiaries for inclusion in the Joint Proxy Statement or Company's Proxy Statement, insofar as it relates shall occur which is required to Parent and its subsidiariesbe described in an amendment of, to comply with applicable Law after the mailing thereof or a supplement to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Joint Proxy Statement with the SECor Company's Proxy Statement, as such information shall be promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided delivered to the Company for dissemination to the Company's equity and debt security holders. All documents that either the Parent or any of its Subsidiaries is responsible for filing with any governmental authority will comply in connection withall material respects with the provisions of applicable law as to the information required to be contained therein, except that no covenant is made by the Parent or contained inany of its Subsidiaries with respect to statements made therein based on information supplied by the Company or any of its Subsidiaries or any of their respective affiliates, the Proxy Statementdirectors, officers, employees, agents or representatives in writing for inclusion therein.

Proxy Statement. (a) Following As promptly as practicable after the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and, after consultation with Parent, file the preliminary Proxy Statement with the SEC; provided that prior to filing the preliminary Proxy Statement with the SEC, the Company shall afford Parent a reasonable opportunity for review, and file the Company shall consider in good faith any comments on the preliminary Proxy Statement reasonably proposed by Parent. The Company shall use reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, and respond, after consultation with Parent, promptly to any comments made by the SEC with respect to the Proxy Statement; and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, cause the definitive Proxy Statement to be mailed to the Company’s shareholders 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 and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholderswithout affording Parent a reasonable opportunity for consultation and review, together with and the Company shall consider in good faith any comments on such materials reasonably proposed by Parent. The Company will promptly notify Parent of the receipt of comments from the SEC and all of any request from the SEC for amendments or supplements theretoto the preliminary Proxy Statement or definitive Proxy Statement or for additional information, is herein referred to as the "PROXY STATEMENT"). and will promptly supply Parent will furnish with copies of all written correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the preliminary Proxy Statement, the definitive Proxy Statement, the Mergers or any of the other transactions contemplated by this Agreement. Prior to responding to any comments of the SEC or members of its staff, the Company shall provide Parent with a reasonable opportunity to consult and review such information concerning Parent response and its subsidiaries as is necessary the Company shall consider in order to cause good faith any comments on such response reasonably proposed by Parent. Parent, Merger Sub I and Merger Sub II will cooperate with the Company in connection with the preparation of the Proxy Statement, insofar as it relates including promptly furnishing to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company ifany and all information regarding Parent, Merger Sub I and Merger Sub II and their respective affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the Company Recommendation, except to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 5.6. (b) If at any time prior to the meeting of stockholders of Company Shareholders’ Meeting any event or circumstance relating to the Company referenced hereinor Parent or any of their respective Subsidiaries, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect their respective officers or incomplete in any material respect and to provide directors, should be discovered by the Company with or Parent, as the information needed case may be, which, pursuant to correct such inaccuracy the Exchange Act, should be set forth in an amendment or omission. Parent will furnish the Company with such supplemental information as may be necessary in order a supplement to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or Parent, as the case may be, shall promptly inform the other party hereto, and an appropriate amendment or supplement describing such information shall be filed with the SECSEC and, to the extent required by applicable Law, disseminated to the Company’s shareholders. All documents that the Company is responsible for filing with the SEC in connection with the Mergers will comply as promptly as practicable, pursuant to Rule 14a-6 under form and substance in all material respects with the Securities Exchange Act. The Company shall provide Parent for its review a copy applicable requirements of the Proxy Statement prior to each filing thereof, with reasonable time Exchange Act and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent rules and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementregulations thereunder.

Proxy Statement. (a) Following As promptly as reasonably practicable (but in any event within 10 Business Days) following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerAgreement Date, the Company shall prepare prepare, and file with the SEC, the preliminary Proxy Statement. As promptly as reasonably practicable (but in any event within three Business Days) following the later of (i) the Company’s receipt of notice from the SEC andthat the SEC has completed its review of the Proxy Statement and (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, when cleared the Company shall file the definitive Proxy Statement and cause the definitive Proxy Statement to be mailed to the Company’s stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger to (A) comply in all material respects as to form with all applicable SEC requirements and (B) otherwise comply in all material respects with Applicable Legal Requirements; provided that any failure to comply with the foregoing with respect to the preliminary Proxy Statement that is corrected in the definitive Proxy Statement shall not be deemed to be a breach of this covenant. Except with respect to any Acquisition Proposal or as otherwise expressly provided in Section 5.3(d)-(e), prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity in connection with the Transactions, the Company shall provide Parent with the reasonable opportunity to review and comment on each such filing in advance and the Company shall consider in good faith the incorporation of any changes reasonably proposed by Parent. (b) The Company will notify Parent promptly of the receipt of any comments (written or oral) from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other official of any Governmental Entity for amendments or supplements to the Proxy Statement or any other filing relating to the Merger or for additional/supplemental information with respect thereto, and will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, or its staff or any other official of any Governmental Entity, on the other hand, with respect to the Proxy Statement or such other filing. Except with respect to any Acquisition Proposal or as otherwise expressly provided in Section 5.3(d)-(f), the Company shall mail (i) consult with Parent prior to stockholdersresponding to any comments or inquiries by the SEC or any other Governmental Entity with respect to any filings related to the Merger, a proxy statement (ii) provide Parent with reasonable opportunity to review and comment on any such written response in connection with a meeting advance and consider in good faith the incorporation of any changes reasonably proposed by Parent and (iii) promptly inform Parent whenever any event occurs that requires the Company's stockholders filing of an amendment or supplement to vote upon the adoption of this Agreement and Proxy Statement or any other filing related to the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for with a reasonable opportunity to review and comment on any such amendment or supplement in advance, and consider in good faith the incorporation of any changes reasonably proposed by Parent, and shall cooperate in filing with the SEC or its review a copy staff or any other official of any Governmental Entity, and/or mailing to the Company’s stockholders, such amendment or supplement. Parent shall promptly inform the Company whenever Parent discovers any event relating to Parent or any of its Affiliates, officers or directors that is required to be set forth in an amendment or supplement to the Proxy Statement prior to each or any other filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided related to the Company in connection with, or contained in, the Proxy StatementMerger.

Proxy Statement. (a) Following As promptly as practicable after the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerClosing Date, the Company Parent shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement relating to the Parent Shareholders’ Meeting to be held in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby Parent Shareholder Matters (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent shall use its commercially reasonable efforts to (i) cause the Proxy Statement to comply with applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. (b) Parent covenants and agrees that the Proxy Statement (and the letters to shareholders, notice of meeting and form of proxy included therewith) will furnish (i) comply as to form in all material respects with the Company with such information concerning Parent requirements of applicable U.S. federal securities Laws and its subsidiaries as is the PBCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s shareholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply all in compliance with applicable LawU.S. federal securities laws and the PBCL. Parent agrees promptly to advise If Parent, First Merger Sub, Second Merger Sub or the Company ifSurviving Entity become aware of any event or information that, at any time prior pursuant to the meeting of stockholders of Securities Act or the Company referenced hereinExchange Act, any Parent Information (as defined) should be disclosed in the Proxy Statement is an amendment or becomes incorrect or incomplete in any material respect and supplement to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent and its subsidiariesfiling such amendment or supplement with the SEC and, to comply with applicable Law after the if appropriate, in mailing thereof such amendment or supplement to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementshareholders.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of this Agreement, the Offer Parent and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall jointly prepare and file with the SEC and, when cleared by a single document that will constitute (i) the SEC, shall mail to stockholders, a proxy statement in connection with a of the Company relating to the special meeting of the Company's stockholders (the "Company Stockholders -------------------- Meeting") to vote upon the be held to consider approval and adoption of this 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 in connection with the Merger and the transactions contemplated hereby and thereby (prospectus included in the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act Registration Statement (such proxy or information statement in the form mailed by the Company to its stockholderssingle document, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENTProxy Statement"). --------------- Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the Nasdaq National Market. The Parent will furnish and the Company with such information concerning Parent and its subsidiaries as is necessary in order each shall use commercially reasonable efforts to cause the Proxy StatementRegistration Statement to become effective as promptly as practicable, insofar as it relates to Parent and its subsidiariesand, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders 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 referenced hereinas 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, any Parent Information (as defined) the proxy statement and prospectus included in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide (collectively, the Company with the information needed to correct such inaccuracy or omission. Parent "Proxy Materials") will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof --------------- 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 requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq National Market principal securities exchanges and quotation services on which the common stock, (iv) the DGCL and (v) any other applicable law. (b) The Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company to the stockholders of the Company that they vote in favor of the adoption of this Agreement and the Merger; provided, however, that 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 good faith (after consultation with the Company's counsel) that failure to so withdraw, modify or change its recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Laws. In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company Financial Advisor referred to in Section 3.19. (c) No amendment or supplement to the Proxy Statement will be made without the approval of each of the Parent agree to cooperate and the Company, which approval shall not be unreasonably withheld or delayed. Each of the Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Common Stock issuable in making connection with the Merger for offering or sale in any preliminary filings jurisdiction, or of any request by the SEC or the Nasdaq National Market for amendment of the Proxy Statement with or comments thereon and responses thereto or requests by the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. SEC for additional information. (d) The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes information supplied by the Company to utilize for inclusion in the Proxy Statement shall not, at (i) the information concerning Parent time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) is first mailed to the stockholders of Company, (iii) the time of the Company Stockholders Meeting, and its subsidiaries provided (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company in connection withor any Company Subsidiary, or contained intheir respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform the Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by the Parent for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders the Company, (iii) the time of the Company Stockholders Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by the Parent that should be set forth in an amendment or a supplement to the Proxy Statement, the Parent shall promptly inform the Company. All documents that the Parent is responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act.

Proxy Statement. (a) Following As promptly as practicable following the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company Parent shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting preliminary form of the Company's type contemplated by Regulation 14A promulgated under the Exchange Act (as amended or supplemented, the “Proxy Statement”) in order to facilitate the solicitation by Parent of proxies from Parent’s stockholders to approve at the Parent Special Meeting, by the requisite vote upon of Parent’s stockholders under the adoption of this Agreement DGCL, Parent’s Organizational Documents, and the Merger rules and regulations of the New York Stock Exchange and applicable Laws (the “Requisite Parent Stockholder Vote”): (1) the issuance of Parent Common Stock as consideration in the transactions contemplated hereby pursuant to the requirements of Rule 312.03 in the New York Stock Exchange Listed Company Manual, and thereby (2) any other proposals the "COMPANY PROPOSALS"Parties deem necessary or desirable to consummate the transactions contemplated hereby (collectively, the “Parent Stockholder Matters”). Without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act Parent Stockholder Matters shall be the only matters (such proxy or information statement in the form mailed other than procedural matters) which Parent shall propose to be acted on by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as Parent’s stockholders at the "PROXY STATEMENT")Parent Special Meeting. Parent will furnish shall use its reasonable best efforts to file the Company with such information concerning preliminary Proxy Statement within thirty (30) days following the date of this Agreement. (b) Parent and shall use its subsidiaries as is necessary in order reasonable best efforts to (i) cause the Proxy Statement, insofar when filed with the SEC, to comply with all legal requirements applicable thereto, including the applicable requirements of the Exchange Act and the rules and regulations thereunder, (ii) promptly provide responses to the SEC with respect to all comments received on Proxy Statement from the SEC, and (iii) cause the Proxy Statement to be cleared by the SEC as promptly as practicable after such filing. Parent shall cause the definitive Proxy Statement to be mailed to its stockholders as of the applicable record date as promptly as practicable (and in any event within three (3) Business Days) following the earlier of (x) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or (y) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”). Each Party shall furnish all information concerning it relates and its Affiliates to the other Party as necessary to be included in the Proxy Statement and shall provide such other assistance as may be reasonably requested by the other party in connection with the Proxy Statement and shall otherwise reasonably assist and cooperate with the other Party in the preparation of the Proxy Statement and the resolution of any comments received from the SEC. In furtherance of the foregoing, the Company (i) agrees to provide Parent with all information concerning the business, management, operations and financial condition of the Company, in each case, as necessary for inclusion in the Proxy Statement and as reasonably requested by Parent for inclusion in the Proxy Statement and (ii) shall cause the officers and employees of the Company to be reasonably available to Parent and its subsidiariescounsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments on the Proxy Statement from the SEC. (c) If any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which is required to be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to comply the extent required by and in compliance with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof disseminated to the stockholders of the CompanyParent. The Parent shall promptly notify the Company and Parent agree of (i) the time when the Proxy Statement has been filed, (ii) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act, (iii) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written communication of the completion of the review by the SEC, (iv) the filing of any supplement or amendment to cooperate in making the Proxy Statement, (v) the issuance of any preliminary filings stop order by the SEC, (vi) any request by the SEC for amendment of the Proxy Statement with and (vii) the SECreceipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall, as promptly as practicablepracticable after receipt thereof, pursuant supply the Company with copies of all written correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, or, if not in writing, a description of such communication, with respect to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement or the Mergers. No filing of, or amendment or supplement to the Proxy Statement, or response to any comments from the SEC or the staff of the SEC relating to the Proxy Statement, will be made by Parent without the prior written consent of the Company (such consent not to each filing thereofbe unreasonably withheld, with conditioned or delayed) and without providing the Company a reasonable time opportunity to review and opportunity for such reviewcomment thereon, which comments shall be considered in good faith by Parent, unless pursuant to a telephone call initiated by the SEC. Parent authorizes shall include the Company to utilize Parent Recommendation in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (aA) Following the consummation As soon as reasonably practicable (but in no event later than 60 days) after execution of the Offer and if required this Agreement, at a date determined by the Securities Exchange Act because of action by the Company's stockholders necessary FBG in order to consummate the Mergerit sole discretion, the Company FBG shall prepare and file the Registration Statement (which shall contain the Proxy Statement) with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting the registration under the Securities Act of the Company's stockholders aggregate shares of FBG Common Stock to vote be issued in the Merger pursuant to Section 2.1. FBG shall use its reasonable best efforts to cause the Registration Statement to become effective under the Securities Act and take any action required to be taken under the applicable state securities laws in connection with the issuance of the shares of FBG Common Stock upon consummation of the adoption Merger. AFI and Anderen Bank shall each cooperate in the preparation and filing of the Registration Statement and shall, in the case of AFI and Anderen Bank, each furnish all information concerning it and the holders of its capital stock as FBG may request in connection with such action. FBG and AFI shall make all necessary filings with respect to the Merger under the Securities Act and applicable state securities laws. (B) Except as expressly permitted by Section 5.2(B), AFI shall as promptly as practicable following the effectiveness of a Registration Statement under the Securities Act and in conjunction with FBG prepare and mail to AFI’s shareholders a notice of meeting, proxy statement and form of proxy in accordance with applicable Law for the approval by AFI shareholders of this Agreement and the Merger and for the transactions contemplated hereby and thereby approval by AFI shareholders of any other matters required to facilitate consummation of the Merger (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent will furnish the Company with such information concerning Parent All costs and its subsidiaries as is necessary expenses incurred in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company connection with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Actshall be borne equally by AFI and FBG. The Company AFI shall provide Parent for its review a copy of not mail the Proxy Statement prior to each filing thereofeffectiveness of the Registration Statement under the Securities Act without FBG’s prior written consent (such consent not to be unreasonably withheld or delayed). Except as expressly permitted by Section 5.2(B), with reasonable the Proxy Statement shall include the recommendation of AFI’s Board of Directors in favor of adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby. (C) The Proxy Statement and any amendment or supplement thereto shall not, at the date of mailing to shareholders and at the time and opportunity for such reviewof the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Parent authorizes If AFI or FBG shall become aware prior to the Company to utilize time of the Shareholders Meeting of any information furnished by the other party that would cause any of the statements in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection withbe false or misleading with respect to any material fact, or contained into omit to state any material fact necessary to make the statements therein not false or misleading, such party shall promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation filing by Parent of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergera Closing Form 8-K/A, the Company (i) Parent shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement (as amended or supplemented, the “Proxy Statement”) in preliminary form to be sent to the stockholders of Parent relating to the special meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be held to consider approval of the issuance of shares of Parent Class A Common Stock upon exercise of the Warrant and the issuance of shares of Parent Class A Common Stock pursuant to the Option Agreement (the “Parent Proposal”), and (ii) Parent, shall prepare and file any other filings required under the Securities Act or the Exchange Act in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby by this Agreement. Parent shall not file the Proxy Statement (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto) or any other filings required under the Securities Act or the Exchange Act in connection with the transactions contemplated by this Agreement with the SEC without first providing the Company and its counsel a reasonable opportunity to review and comment thereon, is herein referred and Parent shall give due consideration to, and consider in good faith, all reasonable additions, deletions or changes suggested by the Company and its counsel. Each of the Company Aggregator and the Company shall promptly furnish all information concerning itself as Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement. Parent shall use its reasonable best efforts to (A) cause the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, and (B) respond as promptly as reasonably practicable to and resolve all comments received from the "PROXY STATEMENT"SEC concerning the Proxy Statement. (b) No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company ifpromptly after it receives notice of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Proxy Statement and any amendment to the Proxy Statement filed in response thereto. (c) If, at any time prior to the meeting Parent Stockholders’ Meeting, any event or circumstance relating to Parent or its officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company. All documents that ▇▇▇▇▇▇ is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of stockholders the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Each of the Company referenced herein, any Parent Information (as defined) Aggregator and the Company represent that the information supplied by such Person for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (ii) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or becomes incorrect or incomplete in fail to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause make the statements therein (in the light of the circumstances under which they were made) not misleading; provided, however, notwithstanding the foregoing, no representation or warranty is made by the Company Aggregator or the Company (as applicable) with respect to information or statements made or incorporated by reference in the Proxy Statement that were not supplied by or on behalf of the Company Aggregator or the Company, as applicable, for use therein. If, at any time prior to the Parent Stockholders’ Meeting, any event or circumstance relating to the Company Aggregator or the Company, or their respective Affiliates, officers or directors, should be discovered by the Company Aggregator or the Company (as applicable) which should be set forth in an amendment or a supplement to the Proxy Statement, insofar the Company Aggregator or the Company, as it relates to applicable, shall promptly inform Parent. (e) Parent and its subsidiariesrepresents that the Proxy Statement shall not, to comply with applicable Law after at (i) the mailing time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (ii) the Company. The Company and Parent agree to cooperate in making any preliminary filings time of the Proxy Statement with Parent Stockholders’ Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy statements therein (in light of the Proxy Statement prior circumstances under which they were made) not misleading; provided, however, notwithstanding the foregoing, no representation or warranty is made by Parent with respect to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize information or statements made or incorporated by reference in the Proxy Statement that were supplied by the information concerning Parent and its subsidiaries provided Company Aggregator or the Company. If, at any time prior to the Company Parent Stockholders’ Meeting, any event or circumstance should be discovered by Parent which should be set forth in connection with, an amendment or contained in, a supplement to the Proxy Statement, Parent shall promptly inform the Company and the Company Aggregator and file with the SEC an appropriate amendment or supplement to the Proxy Statement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of Parent. All documents that ▇▇▇▇▇▇ is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement. (a) Following Parent shall use its commercially reasonable efforts to (i) cause the consummation Proxy Statement to comply with applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the Offer SEC or its staff related to the Proxy Statement. (b) In furtherance of Parent’s preparation of the Proxy Statement, the Company shall afford to Parent and if to the officers, employees, accountants, counsel, financial advisors and other Representatives of Parent, reasonable access during normal business hours to all their respective properties, books, contracts, commitments, personnel and records, and the Company shall furnish promptly to the other party (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. All information so exchanged shall be subject to the Confidentiality Agreement. (c) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the requirements of applicable U.S. federal securities Laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required by the Securities Exchange Act because of action by the Company's stockholders to be stated therein or necessary in order to consummate make the Mergerstatements made therein, in light of the circumstances under which they were made, not misleading. (d) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Company Proxy Statement, all in compliance with applicable U.S. federal securities laws and the DGCL. If Parent, First Merger Sub, Second Merger Sub or the Surviving Entity become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall prepare promptly inform the other Parties thereof and file shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as if appropriate, satisfying all requirements of the Securities Exchange Act (in mailing such proxy amendment or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior supplement to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementstockholders.

Proxy Statement. (ai) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order The Company agrees to consummate the Merger, the Company shall use its commercially reasonable efforts to prepare and file with the SEC and, when cleared by as soon as practicable after the SEC, shall mail Company has received certified copies of each of the fully executed Consent Letters attached to stockholders, the Consent a proxy statement to be sent to holders of the Company’s Common Stock in connection with a meeting of holders of the Common Stock (including any adjournment or postponement thereof, the “Stockholders Meeting”) to consider the Nasdaq Approval, the Charter Amendment Approval and such other matters as the Company in its reasonable determination may present at the Stockholders Meeting (the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Noteholders and their advisors will have the right to review and comment upon the Proxy Statement and any amendment thereto prior to the filing thereof with the SEC, the Company agrees to consider any such comments and include in the Proxy Statement or any amendment thereto such comments as it deems appropriate or advisable, in its good faith discretion, and the Company shall provide to the Noteholders a draft of the Proxy Statement and each amendment thereto no later than five (5) business days prior to the anticipated filing date thereof for purposes of such review and comment (it being understood and agreed that the Company shall not be required to delay the filing of (or thereafter amend) the Proxy Statement in respect of comments not provided within such five (5) business day period). The Company shall use its commercially reasonable efforts to (A) clear any comments provided by the SEC with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, and (B) mail or otherwise deliver (or cause to be mailed or otherwise delivered) the Proxy Statement to the holders of the Company's stockholders to vote upon ’s Common Stock promptly after, and hold the adoption Stockholders Meeting for the purposes of this Agreement and obtaining the Merger and Shareholder Approvals not later than sixty (60) calendar days after, (x) the transactions contemplated hereby and thereby (10th calendar day after the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of Proxy Statement in preliminary form has been filed with the Securities Exchange Act (such proxy or information statement in SEC if the form mailed by SEC has not informed the Company that it intends to its stockholders, together with any and all amendments review the Proxy Statement by such 10th calendar day or supplements thereto, is herein referred to as (y) the "PROXY STATEMENT"). Parent will furnish 10th calendar day after the SEC has informed the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause that it has no further comments on the Proxy Statement. Except as permitted in clause (x) of the following sentence, insofar the board of directors of the Company shall not withdraw, qualify or modify in a manner adverse to the Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Noteholders, its recommendation of the Shareholder Approvals. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, but without limiting the other obligations of the Company contained in this Section 5.c.(i), (x) if prior to obtaining the Shareholder Approvals, the board of directors determines in good faith, after consultation with outside counsel, that failure to so withdraw, qualify or modify its recommendation would be inconsistent with the exercise of its fiduciary duties, the board of directors may withdraw or modify its recommendation of either the Nasdaq Approval or the Charter Amendment Approval, or both of them and (y) the Company may adjourn or postpone the Stockholders Meeting one or more times (i) to a date not more than twenty (20) days after the original date of such Stockholders Meeting if as it relates of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock of the Company represented (either in person or by proxy) to Parent and its subsidiaries, constitute a quorum necessary to conduct the business of the Stockholders Meeting or there shall be insufficient affirmative votes for the Nasdaq Approval to satisfy the condition in Section 6.a.(i) or (ii) as otherwise necessary to comply with applicable Lawlaw. Parent agrees promptly to advise Except as set forth in the immediately preceding sentence, the Company ifshall not postpone or adjourn the Stockholders Meeting without the consent of the Noteholders. (ii) At all times from and after the date hereof to and through the completion of the Stockholders Meeting, at the Noteholders shall, and shall cause each of their respective Affiliates and each person named in Section 5.e. below (and any time prior other director nominee proposed pursuant thereto) director nominees pursuant to the meeting of stockholders of Stockholders Agreement to, use commercially reasonable efforts to provide to the Company referenced herein, (and to update) such information relating to any Parent Information (as defined) of them for inclusion in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary reasonably requested by the Company that is required by Schedule 14A under the Exchange Act or is otherwise necessary, proper or advisable in order to cause connection with the Proxy Statementpreparation, insofar as it relates to Parent filing and mailing thereof, including information in respect of its subsidiaries, to comply with applicable Law after the mailing thereof nominees to the stockholders board of directors of the Company. The Company pursuant to the terms and Parent agree to cooperate in making any preliminary filings conditions of the Stockholders Agreement (and customary questionnaires for purposes of preparing the Proxy Statement with executed by such nominees) or any national securities exchange on which the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy StatementCompany’s shares are then listed.

Proxy Statement. (a) Following To the consummation of extent required, as promptly as practicable after the Offer date hereof, and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerconsultation with Vendors’ Representative, the Company Parent shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) calling a special meeting of Parent’s stockholders (the “Stockholder Meeting”) in accordance with its certificate of incorporation and bylaws seeking the approval of the Parent’s stockholders for the transactions contemplated by this Agreement and the other Transaction Documents, and the Company and the Vendors’ Representation shall use their commercially reasonable efforts to obtain and furnish to Parent any financial and other information about the Company required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be included in the Proxy Statement all in accordance with and as required by Parent’s certificate of incorporation and bylaws, applicable Law and any applicable rules and regulations of the SEC and Nasdaq. In connection with a meeting the Proxy Statement, Parent will also file with the SEC all financial and other information about Parent, the Company and the transactions contemplated by this Agreement and the other Transaction Documents in accordance with applicable proxy solicitation rules set forth in Parent’s certificate of incorporation and bylaws, applicable law and any applicable rules and regulations of the SEC and Nasdaq (such Proxy Statement, together with any additional soliciting materials, supplements, amendments and/or exhibits thereto, the “Proxy Documents”). Except with respect to the financial and other information provided by or on behalf of the Company for inclusion in the Proxy Documents, Parent shall ensure that, when filed, the Proxy Statement and other Proxy Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Parent shall cause the Proxy Documents to be disseminated as promptly as practicable after receiving clearance from the SEC to Parent’s equity holders as and to the extent such dissemination is required by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”). Subject to any information provided for inclusion therein by the Company's stockholders , Parent shall cause the Proxy Documents to vote upon comply in all material respects with the adoption Federal Securities Laws. Parent shall provide copies of the proposed forms of the Proxy Documents (including, in each case, any amendments or supplements thereto) to the Company such that the Company and its Representatives are afforded a reasonable amount of time prior to the dissemination or filing thereof to review such material and comment thereon prior to such dissemination or filing, and Parent shall reasonably consider in good faith any comments of the Company and its Representatives. Parent shall respond promptly to any comments of the SEC or its staff with respect to the Proxy Documents and promptly correct any information provided by it for use in the Proxy Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Federal Securities Laws. Parent shall amend or supplement the Proxy Documents and cause the Proxy Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the Parent stockholders, in each case as and to the extent required by the Federal Securities Laws and subject to the terms and conditions of this Agreement and the Merger Parent’s certificate of incorporation and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by bylaws. Parent shall provide the Company and its Representatives with copies of any written comments, and shall inform them of any material oral comments, that Parent or any of its Representatives receive from the SEC or its staff with respect to its stockholders, together with any the Proxy Documents promptly after the receipt of such comments and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish shall give the Company with a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such information concerning Parent and its subsidiaries comments. As promptly as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in reasonably practicable after the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with has “cleared” comments from the SEC, as promptly as practicable, pursuant to Rule 14a-6 under Parent shall cause the Securities Exchange Act. The Company shall provide Parent for its review a copy of the definitive Proxy Statement prior to each filing thereofbe filed with the SEC and disseminated to Parent stockholders, with reasonable time and opportunity for such review. Parent authorizes shall duly call, give notice of, convene and hold the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy StatementStockholder Meeting.

Proxy Statement. (a) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall Holding will prepare and file with the SEC and, when cleared by Commission as soon as reasonably practicable after the SEC, shall mail to stockholders, date hereof a proxy statement to be filed under the 1934 Act by Holding and to be distributed by Holding in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby Holding Stockholder Meeting (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENTProxy Statement"). Parent During the course of the preparation of the Proxy Statement, the BD2 Parties will furnish be given reasonable opportunity to review and comment upon drafts of the Company Proxy Statement and the comments of the Commission thereon and responses thereto. (b) Holding covenants to the BD2 Parties that the Proxy Statement will comply in all material respects with such information concerning Parent the applicable provisions of the 1934 Act and its subsidiaries as is will not at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto and at the time of the Holding 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 cause make the Proxy Statementstatements therein, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders in light of the Company referenced hereincircumstances under which they were made, not misleading or necessary to correct any Parent Information (as defined) statement in any earlier filing with the Commission of such Proxy Statement is or becomes incorrect any amendment thereof or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy supplement thereto or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof any earlier communication to the stockholders of Holding with respect to the Company. The Company and Parent agree transactions contemplated by this Agreement; provided, however, that no representation, covenant or agreement is made by Holding with respect to cooperate information relating to the BD2 Parties or which is supplied in making any preliminary filings writing by or on behalf of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent BD2 Parties for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize inclusion in the Proxy Statement. The Proxy Statement the information concerning Parent and its subsidiaries provided shall contain statements, where appropriate, to the Company effect that the Board of Directors of Holding has approved the Merger and recommends that the stockholders of Holding vote in connection with, or contained in, favor of the proposals presented in the Proxy Statement. (c) Notwithstanding the foregoing, the obligations set forth in the last sentence of Section 6.8(b) and in Section 6.2 hereof shall not apply (and the Board of Directors shall be permitted to modify or withdraw any such recommendation previously made) if the Board of Directors of Holding shall, in good faith, after being advised by outside counsel (who may be Holding's regular legal counsel), determine that to not withdraw such recommendation would be reasonably likely to constitute a breach of the fiduciary responsibilities of the Board of Directors to Holdings' stockholders.

Proxy Statement. (a) Following As promptly as reasonably practicable, and in any event within twenty (20) Business Days, after the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a preliminary proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless there is a Change of Recommendation in connection accordance with a meeting Section 5.2, the Proxy Statement shall include the recommendation of the Company's Company Board that the stockholders to of the Company vote upon in favor of the adoption of this Agreement in accordance with the DGCL (the “Company Recommendation”). The Company agrees that at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting: (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the Merger rules and the transactions contemplated hereby and thereby regulations thereunder and (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements ii) none of the Securities Exchange Act (such proxy information supplied by it or information statement any of its Subsidiaries for inclusion or incorporation by reference in the form mailed 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; provided, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein to the extent based on information supplied by or on behalf of Parent or Merger Sub or any Affiliate of Parent or Merger Sub in specifically for inclusion or incorporation by reference in the Proxy Statement. Parent agrees to provide or cause to be provided all information with respect to itself, its stockholdersSubsidiaries and its Representatives as may be reasonably requested by the Company for inclusion in the Proxy Statement, together and that, at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the 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; provided, that no representation or warranty is made by either Parent or Merger Sub with respect to statements made or incorporated by reference therein to the extent based on information supplied by the Company or any Affiliate of the Company specifically for inclusion or incorporation by reference in the Proxy Statement. (b) The Company shall promptly, following its or its legal counsel’s receipt thereof, inform Parent of any and all comments (written or oral) 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 the Company shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. The Company and Parent shall each use its reasonable best efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and to make any amendments or supplements thereto, is herein referred to filings as the "PROXY STATEMENT")may be necessary in connection therewith. Parent will furnish Each of the Company with and Parent agrees to promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information concerning Parent shall have become false or misleading in any material respect or as otherwise required by applicable Law, and its subsidiaries as is necessary in order the Company further agrees to cause the Proxy Statement, insofar as it relates to Parent and its subsidiariesso corrected (if applicable), to comply be filed with applicable Law. Parent agrees promptly to advise the Company ifSEC and, at if any time prior to such correction is made following the meeting mailing of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete as provided in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statementthis Section 5.3(b), insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof mailed to the stockholders of the Company. The Company , in each case as and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with extent required by the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of cause the definitive Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, may commence mailing the Proxy Statement. (c) Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent.

Proxy Statement. (a) Following CGB&L will take all reasonable steps necessary to submit the consummation Proxy Statement to the SEC within thirty (30) days after the date of this Agreement. The Proxy Statement will satisfy all requirements of the Offer 1934 Act and if required the rules and regulations promulgated thereunder and will include a unanimous recommendation by the Securities Exchange Act because Board of action Directors of CGB&L that the stockholders of the CGB&L approve this Agreement and the Merger. CGB&L and its Representatives shall solicit proxies voting only in favor thereof from the stockholders of CGB&L. CGB&L shall deliver a draft of the Proxy Statement to Acquiror and its counsel at least five (5) Business Days prior to filing it with the SEC, and shall provide Acquiror with copies of all responses or other written communications from the SEC relating to the Proxy Statement. CGB&L shall also deliver a copy of the final Proxy Statement to Acquiror promptly after the SEC has completed its review thereof. (b) None of the information to be supplied by CGB&L for inclusion or incorporation by reference in the CompanyProxy Statement as of the time of its mailing and as of the time of the meeting of CGB&L's stockholders in connection therewith, and as amended or supplemented by CGB&L, will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to consummate make the Mergerstatements contained therein not misleading; in no event, the Company shall prepare and file with the SEC and, when cleared by the SEChowever, shall mail CGB&L be liable for any untrue statement of a material fact or omission to stockholders, state a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) material fact in the Proxy Statement is or becomes incorrect or incomplete made in any material respect reliance upon, and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statementconformity with, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the written information concerning Parent and its subsidiaries provided to the Company Acquiror or Acquisition Corp furnished by Acquiror specifically for use in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerClosing Date, the Company Parent shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby Parent Stockholder Matters (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent shall use its commercially reasonable efforts to (i) cause the Proxy Statement to comply with applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. (b) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will furnish (i) comply as to form in all material respects with the Company with such information concerning Parent requirements of applicable U.S. federal securities Laws and its subsidiaries as is the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply all in compliance with applicable LawU.S. federal securities Laws and the DGCL. Parent agrees promptly to advise If the Company ifCompany, at Parent, First Merger Sub, Second Merger Sub or the Surviving Entity become aware of any time prior event or information that, pursuant to the meeting of stockholders of Securities Act or the Company referenced hereinExchange Act, any Parent Information (as defined) should be disclosed in the Proxy Statement is an amendment or becomes incorrect or incomplete in any material respect and supplement to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent and its subsidiariesfiling such amendment or supplement with the SEC and, to comply with applicable Law after the if appropriate, in mailing thereof such amendment or supplement to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementstockholders.

Proxy Statement. (ai) Following As promptly as reasonably practicable following the consummation execution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a), and the Offer Company will assist Acquiror, and if required by the Securities Exchange Act because of action by provide to Acquiror all information regarding the Company's stockholders , its Affiliates and its business that is necessary in order therefor, to consummate the Merger, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholdersin preliminary form, a proxy statement in connection with a meeting the Transactions (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s stockholders with the opportunity to redeem shares of Acquiror Class A Common Stock by tendering such shares for redemption not later than two (2) Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Stockholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Common Stock to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Stockholder Matters. Without the prior written consent of the Company's , the Acquiror Stockholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s stockholders to vote upon at the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statementSpecial Meeting, as appropriate, satisfying all adjourned or postponed. The Proxy Statement will comply as to form and substance with the applicable requirements of the Securities Exchange Act and the rules and regulations thereunder. Acquiror shall (I) file the definitive Proxy Statement with the SEC, (II) cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Acquiror in accordance with Section 8.02(b), as promptly as practicable (but in no event less than five (5) Business Days except as otherwise required by applicable Law) following the earlier (a) under the Exchange Act; or (y) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such proxy earlier date, the “Proxy Clearance Date”) and (III) promptly commence a “broker search” in accordance with Rule 14a-12 of the Exchange Act. (ii) Prior to filing with the SEC, Acquiror will make available to the Company drafts of the Proxy Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or information statement supplement to the Proxy Statement or such other document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise the Company promptly after it receives notice thereof, of: (A) the time when the Proxy Statement has been filed; (B) in the form mailed event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement; (E) any request by the SEC for amendment of the Proxy Statement; (F) any comments from the SEC relating to the Proxy Statement and responses thereto; and (G) requests by the SEC for additional information. Acquiror shall use its reasonable best efforts to respond to any SEC comments on the Proxy Statement as promptly as practicable (and in any event within 10 Business Days following receipt by Acquiror of any such SEC comments except to the extent due to the failure by the Company to timely provide information required to respond to such SEC comments) and shall use its stockholdersreasonable best efforts to have the Proxy Statement cleared by the SEC under the Exchange Act as promptly as practicable; provided, together with that prior to responding to any requests or comments from the SEC, Acquiror will make available to the Company drafts of any such response and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish provide the Company with a reasonable opportunity to comment on such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company ifdrafts. (iii) If, at any time prior to the meeting Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of stockholders a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Proxy Statement containing such information. The Company will provide to Acquiror all information regarding the Company, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, the Company discovers any information, event or circumstance relating to the Company, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Company shall promptly inform Acquiror of such information, event or circumstance and provide to Acquiror all information necessary to correct any such deficiencies. (iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Company agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiariesSubsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SECeach case, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent reasonably requested by Acquiror for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize inclusion in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable (and in any event within fifteen Business Days) after the consummation date of the Offer this Agreement, Seller shall prepare, in consultation with Purchaser, and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order cause to consummate the Merger, the Company shall prepare and file be filed with the SEC anda preliminary Proxy Statement and use commercially reasonable efforts, when cleared in consultation with Purchaser, to: (i) obtain and furnish the information required to be included by the SEC, shall mail SEC in the preliminary Proxy Statement; (ii) respond as promptly as practicable to stockholders, any comments made by the SEC or its staff with respect to the preliminary Proxy Statement; (iii) cause a proxy statement definitive Proxy Statement (together with any amendments and supplements thereto) to be mailed to its stockholders containing all information required under Applicable Law to be furnished to Seller’s stockholders in connection with a meeting the Transaction as soon as reasonably practicable (and in any event within ten calendar days) following the later of (i) receipt and resolution of the Company's stockholders to vote upon SEC comments on the adoption of this Agreement preliminary Proxy Statement and (ii) the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements expiration of the Securities 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act Act; (such proxy iv) promptly amend or supplement any information statement provided by it for use in the form mailed by the Company to its stockholders, together with preliminary or definitive Proxy Statement (including any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent thereof) if and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is extent that it shall have become false or becomes incorrect or incomplete misleading in any material respect and take all steps necessary to provide cause the Company Proxy Statement as so amended or supplemented to be filed with the information needed SEC and to correct such inaccuracy be disseminated to Seller’s stockholders, in each case as and to the extent required by Applicable Law; and (v) cause the preliminary and definitive Proxy Statements, on each relevant filing date, on the date of mailing to Seller’s stockholders and at the time of the Seller Stockholder Meeting, not to contain any untrue statement of a material fact or omission. Parent will furnish the Company with such supplemental information as may omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. (b) Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the preliminary and the definitive Proxy Statement and any amendment or supplement to the preliminary or the definitive Proxy Statement, insofar as it relates to Parent and its subsidiariesthe case may be, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making each time before any preliminary filings of the Proxy Statement such document is filed with the SEC, as promptly as practicable, pursuant and Seller shall give reasonable and good faith consideration to Rule 14a-6 under the Securities Exchange Actany comments made by Purchaser and its counsel. The Company Seller shall provide Parent for Purchaser and its review a copy of counsel with (i) any comments or other communications, whether written or oral, that Seller or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement prior promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize participate in the Proxy Statement response of Seller to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Seller or its counsel in any discussions or meetings with the information concerning Parent and SEC or its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementstaff.

Proxy Statement. (a) Following As promptly as practicable after the consummation date of the Offer this Agreement (and if required in any event by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerSeptember 15, 2009), the Company shall prepare prepare, and file with Parent shall provide reasonable cooperation to the SEC and, when cleared by Company in the SEC, shall mail to stockholderspreparation of, a proxy statement to be sent to the Company’s stockholders in connection with the Company Stockholders’ Meeting (the “Proxy Statement”). The Company shall: (i) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC; (ii) provide Parent with a meeting reasonable opportunity to review and comment on drafts of the Company's stockholders Proxy Statement; (iii) promptly cause the Proxy Statement to vote be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand; (v) promptly notify Parent upon the adoption receipt of any comments or requests from the SEC or its staff with respect to the Proxy Statement; (vi) provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement and any related correspondence and filings, and include in the Proxy Statement and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly (and in any event within three business days) respond to any comments or requests of the SEC or its staff; and (viii) cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable following the date of this Agreement (and in any event within five business days after the Merger and earlier of (x) notification from the transactions contemplated hereby and thereby (SEC that the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent SEC will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause not review the Proxy Statement, insofar as (y) expiration of the ten calendar day period provided by Rule 14a-6 under the Exchange Act if on or prior to such expiration the SEC has not provided comments with respect to the Proxy Statement or indicated that it relates intends to provide such comments and (z) resolution of any SEC comments with respect to the Proxy Statement). To the extent practicable, the Company and its outside counsel shall permit Parent and its subsidiaries, outside counsel to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) participate in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company all communications with the information needed SEC and its staff (including all meetings and telephone conferences) relating to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders this Agreement or any of the Company. The Company and Parent agree to cooperate in making Contemplated Transactions. (b) If any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided event relating to the Company in connection withor any of its Subsidiaries occurs, or contained inif the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement., then the Company shall promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a), (i)

Proxy Statement. (a) Following As promptly as practicable following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerdate hereof, the Company Parent shall prepare and file with the SEC anda proxy statement of Parent for use in connection with the solicitation of proxies for the Parent Voting Proposal to be considered at the Parent Stockholder Meeting (as may be amended or supplemented from time to time, when the “Proxy Statement”). Parent shall use its commercially reasonable efforts to respond and clear any comments raised by the SEC staff with respect to the preliminary Proxy Statement. The Company shall, and shall cause its Representatives to, reasonably cooperate with Parent and its Representatives in the preparation of the Proxy Statement, and shall furnish Parent with all information concerning the Company, including all financial statements of the Company required, as Parent may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement, and any amendment or supplement thereto, and Parent shall provide the Company with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Proxy Statement has been reviewed and cleared by the SECSEC Staff (or following the ten (10)-day period in Rule 14a-6(a) under the Exchange Act, shall mail to stockholders, a proxy statement in connection with a meeting of if the Company's stockholders to vote upon SEC staff does not review the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"Proxy Statement), Parent shall cause the Proxy Statement to be mailed to the Parent Stockholders. (b) Unless the Parent Board (or an information statementthe Parent Special Committee) shall have effected a Parent Board Recommendation Change in accordance with the terms of Section 4.07, as appropriate, satisfying the Proxy Statement shall include the Parent Board Recommendation. (c) Parent shall cause the Proxy Statement to comply in all material respects with the requirements of the Securities Exchange Act (such proxy Act. Without limiting the generality of the foregoing, the information supplied or information statement to be supplied by Parent or the Company for inclusion or incorporation by reference in the form mailed by Proxy Statement shall not, at the Company time the Proxy Statement is filed with the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to its stockholders, together with state any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is material fact necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise or the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) for inclusion or incorporation by reference in the Proxy Statement shall not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first Table of Contents mailed to Parent Stockholders, at the time of the Parent Stockholder Meeting, or becomes incorrect as of the Effective Time, contain any untrue statement of a material fact or incomplete in omit to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates in the light of the circumstances under which they were made, not misleading. (d) Parent shall make any necessary filings with respect to Parent the Merger under the Exchange Act and its subsidiaries, the rules and regulations thereunder and shall use commercially reasonable efforts to comply with applicable Law ensure that such filings after the mailing thereof date hereof and prior to the stockholders Effective Time will not contain any untrue statement of a material fact or omit (or will have omitted) to state a material fact necessary in order to make the statements therein, in the light of the Company. The Company and circumstances under which they were made, not misleading. (e) In addition, Parent agree shall use its commercially reasonable efforts to cooperate take all actions required under any applicable federal or state securities or blue sky Laws in making any preliminary filings of the Proxy Statement connection with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy issuance of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy StatementMerger Shares.

Proxy Statement. (a) Following As promptly as reasonably practicable following the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare and file cause to be filed with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statementpreliminary form, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed required by the Exchange Act, relating to the Company to its stockholders, Shareholder Meeting (together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent will furnish Except if the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.02, the Proxy Statement shall include the Company Board Recommendation. The Company shall promptly notify Parent upon the receipt of any oral or written comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. Each of the parties hereto shall use their commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Proxy Statement. The Company shall cause the definitive Proxy Statement to be mailed to the holders of Company Common Stock as of the record date for notice established for the Company Shareholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than ten (10) Business Days after the date on which the SEC confirms that it has no further comments on the Proxy Statement (the “SEC Clearance Date”) but not prior to the record date for the Company Shareholder Meeting; provided that if the SEC has failed to affirmatively notify the Company within ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be reviewing the Proxy Statement, then the eleventh (11th) calendar day after the initial filing shall be the SEC Clearance Date. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response to the extent permitted by Applicable Law and the Company shall consider in good faith any comments on such document or response reasonably proposed by Parent. (b) Parent shall, as promptly as possible, furnish to the Company all information concerning Parent and its subsidiaries Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement, including such information that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of comments from the SEC (or the staff of the SEC). Parent will, upon request of the Company, confirm and/or supplement the information relating to Parent or Merger Sub supplied by it for inclusion in the Proxy Statement, such that at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Shareholder Meeting, such information 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 cause make the statements therein, in light of the circumstances under which they were made, not misleading. (c) In accordance with the Company Governing Documents, the Company shall use commercially reasonable efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(c) and the timing contemplated in Section 6.04(a)), (i) establish a record date for and give notice of a meeting of the holders of Company Common Stock, for the purpose of voting upon the approval of the Merger (including any adjournment or postponement thereof, the “Company Shareholder Meeting”) and (ii) after the SEC Clearance Date duly call, convene and hold the Company Shareholder Meeting; provided, however, that notwithstanding anything to the contrary in this Agreement, the Company will not be required to convene and hold the Company Shareholder Meeting at any time prior to the twentieth (20th) Business Day following the SEC Clearance Date; provided, further, that the Company may postpone, recess or adjourn the Company Shareholder Meeting: (A) with the consent of Parent, (B) for the absence of a quorum, (C) to solicit additional proxies for the purpose of obtaining the Required Company Shareholder Approval (unless the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.02) or (D) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Law or the failure of which to provide would reasonably be expected to be inconsistent with the directors’ duties under Applicable Law and for such supplemental or amended disclosure to be disseminated to and reviewed by the holders of Company Common Stock prior to the Company Shareholder Meeting to ensure the holders of Company Common Stock have a reasonable period of time to make a reasonably informed vote; provided, however, that Parent shall be consulted in advance regarding any postponement, recess or adjournment in the case of clauses (B)-(D) and, without the prior written consent of Parent, in the case of clauses (B) and (C), the Company Shareholder Meeting shall not be postponed or adjourned to a date that is (x) more than 30 days after the date for which the Company Shareholder Meeting was originally scheduled (excluding any adjournments or postponements required by Applicable Law) or (y) more than 90 days from the record date for the Company Shareholder Meeting. Unless the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.02, the Company shall use its commercially reasonable efforts to solicit proxies in favor of the approval of the Merger and the Company shall provide the Company Board Recommendation and include the Company Board Recommendation in the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, insofar as it the Company shall not be required to hold the Company Shareholder Meeting if this Agreement is terminated. Parent and M▇▇▇▇▇ Sub agree to vote all shares of Company Common Stock held by them (if any) in favor of the approval of the Merger. The Company shall cooperate with and keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to the Company’s shareholders. Without the prior written consent of Parent, (1) the approval of the Merger shall be the only matter (other than matters of procedure, matters required by Applicable Law to be voted on by the Company shareholders in connection with this Agreement or the approval of the Merger and a proposal to approve, by a non-binding advisory vote, compensation that may be paid or become payable to the Company’s executive officers that is based on or otherwise relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Merger) that the Company ifshall propose to be acted on by the shareholders of the Company at the Company Shareholder Meeting and (2) the Company shall not submit to the vote of its shareholders any Acquisition Proposal (other than this Agreement). Unless this Agreement shall have been terminated in accordance with Section 8.01, the obligations of the Company with respect to calling, giving notice of, convening and holding the Company Shareholder Meeting and mailing the Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the Company’s shareholders shall not be affected by an Adverse Recommendation Change. (d) If, at any time prior to the meeting Effective Time, any information relating to the Company, Parent, Merger Sub or any of stockholders their respective Affiliates, officers, directors, partners or managers, as applicable, is discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement (or any amendment or supplement thereto) shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties thereof, and an appropriate amendment or supplement containing such information shall be filed with the SEC and, to the extent required by Applicable Law, disseminated to the holders of Company referenced herein, Common Stock. Each party agrees to correct any Parent Information (as defined) information provided by it for use in the Proxy Statement is which shall have become false or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementmisleading.

Proxy Statement. (a) Following For purposes of holding the consummation meeting of the Offer and if required by Company shareholders to approve the Merger (the "Company Proposal"), the Company will prepare a proxy statement satisfying in all material respects all requirements of applicable Law, including without limitation the Securities Exchange Act because of action by 1934, as amended, and the Company's stockholders necessary in order to consummate the Merger, the Company shall prepare rules and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting regulations of the Company's stockholders to vote upon the adoption of this Agreement Securities and the Merger and the transactions contemplated hereby and thereby Exchange Commission (the "COMPANY PROPOSALSSEC") thereunder (the "Exchange Act"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such . Such proxy or information statement in the form mailed by the Company to its stockholdersshareholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENTProxy Statement."). Parent will furnish (b) The Company agrees that none of the information relating to the Company with such information concerning Parent and its subsidiaries as is necessary Subsidiaries to be included in order to cause the Proxy Statement, insofar as it relates of the date(s) such Proxy Statement is mailed to Parent shareholders of the Company and up to and including the date(s) of the meeting of shareholders to which such Proxy Statement relates, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that information as of a later date shall be deemed to modify information as of an earlier date. The Proxy Statement mailed by the Company to its subsidiaries, shareholders in connection with the meetings of shareholders at which this Agreement will be considered by such shareholders will comply as to comply form in all material respects with applicable Lawthe Exchange Act and the rules and regulations promulgated thereunder. Parent The Company agrees promptly to advise the Company Parent if, at any time prior to the meeting of stockholders the shareholders of the Company referenced herein, any Parent Information (as defined) information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company Parent with the information needed to correct such inaccuracy or omission. Parent Company concurrently will furnish the Company its shareholders with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, Statement to comply with applicable Law law after the mailing thereof to the stockholders shareholders of the Company. The Company will provide Parent the opportunity to review and comment on the draft Proxy Statement, but Parent agree will assume no responsibility for its adequacy or compliance with applicable laws and regulations, other than with respect to cooperate material provided by the Parent or its representatives to the Company in making writing specifically for inclusion in the Proxy Statement. (c) The Company will make any preliminary filings of the Proxy Statement with the SEC, SEC as promptly as reasonably practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. , and shall, with the Parent's cooperation, respond to any comments with respect thereto received from the SEC. (d) The Company shall provide Parent for its review a copy of mail the Proxy Statement prior to each filing thereof, with reasonable time its shareholders and opportunity for such review. Parent authorizes hold the Company Company's shareholder meeting to utilize in vote on the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy StatementMerger proposal as promptly as reasonably practicable.

Proxy Statement. (a) Following As promptly as practicable after the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare a proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") and, after consultation with, and approval by, the Parent Entities (which shall not be unreasonably withheld or delayed), file the preliminary Proxy Statement with the SEC. The Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement with the SEC and, when cleared no later than twenty (20) Business Days after the date of this Agreement. The Company shall use reasonable best efforts to (i) obtain and furnish the information required to be included by the SECSEC in the Proxy Statement, shall mail and respond, after consultation with the Parent Entities, promptly to stockholdersany comments made by the SEC with respect to the Proxy Statement; and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, a proxy statement in connection with a meeting of cause the definitive Proxy Statement to be mailed to the Company's stockholders to vote upon and, if necessary, after the adoption of this Agreement and 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 Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), SEC or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholderswithout affording the Parent Entities a reasonable opportunity for consultation and review, together with and the Company shall consider in good faith any comments on such materials reasonably proposed by the Parent Entities. The Company will promptly notify the Parent Entities of the receipt of comments from the SEC and all of any request from the SEC for amendments or supplements theretoto the preliminary Proxy Statement or definitive Proxy Statement or for additional information, is herein referred to as and will promptly supply the "PROXY STATEMENT"). Parent will furnish Entities with copies of all written correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the preliminary Proxy Statement, the definitive Proxy Statement, the Mergers or any of the other transactions contemplated by this Agreement. Prior to responding to any comments of the SEC or members of its staff, the Company shall provide the Parent Entities with a reasonable opportunity to consult and review such information concerning response and the Company shall consider in good faith any comments on such response reasonably proposed by the Parent Entities. The Parent Entities, Merger Sub I and its subsidiaries as is necessary Merger Sub II will cooperate with the Company in order to cause connection with the preparation of the Proxy Statement, insofar as it relates including promptly furnishing to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company ifany and all information regarding the Parent Entities, Merger Sub I and Merger Sub II and their respective affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the Company Recommendation, except to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 5.6. (b) If at any time prior to the meeting of stockholders of Company Shareholders' Meeting any event or circumstance relating to the Company referenced hereinor the Parent Entities or any of their respective Subsidiaries, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect their respective officers or incomplete in any material respect and to provide directors, should be discovered by the Company with or the information needed Parent Entities, as the case may be, which, pursuant to correct such inaccuracy the Exchange Act, should be set forth in an amendment or omission. Parent will furnish the Company with such supplemental information as may be necessary in order a supplement to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or the Parent Entities, as the case may be, shall promptly inform the other party hereto, and an appropriate amendment or supplement describing such information shall be filed with the SECSEC and, to the extent required by applicable Law, disseminated to the Company's stockholders. All documents that the Company is responsible for filing with the SEC in connection with the Mergers will comply as promptly as practicable, pursuant to Rule 14a-6 under form and substance in all material respects with the Securities Exchange Act. The Company shall provide Parent for its review a copy applicable requirements of the Proxy Statement prior to each filing thereof, with reasonable time Exchange Act and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent rules and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementregulations thereunder.

Proxy Statement. (aA) Following The Parties hereto will cooperate in the consummation preparation and filing with the Securities and Exchange Commission ("SEC"), the Department of Banking of the Offer Commonwealth of Pennsylvania ("Banking Department"), and if required by the Securities Exchange Act because of action by Federal Deposit Insurance Corporation ("FDIC"), the Company's stockholders necessary proxy statement to be distributed in connection with the First Harrisburg Shareholders' Meeting and the ▇▇▇▇▇▇ Shareholders' Meeting (as amended from time to time, the "Proxy Statement") in order to consummate the Merger, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby as soon as reasonably practicable and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying to satisfy all applicable requirements of under the Securities Exchange Act of 1934, as amended (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENTSecurities Exchange Act"). Parent , the rules and regulations thereunder, and the rules and regulations of the Banking Department and the FDIC. (B) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition will furnish the Company with such information concerning Parent ▇▇▇▇▇▇ and its subsidiaries ▇▇▇▇▇▇ Acquisition as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent ▇▇▇▇▇▇ and its subsidiaries▇▇▇▇▇▇ Acquisition, to comply with applicable LawSection 1(i)(A) above. Parent agrees ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition agree promptly to advise the Company if, First Harrisburg if at any time prior to the meeting of stockholders of the Company referenced herein, First Harrisburg Shareholders' Meeting any Parent Information (as defined) information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company First Harrisburg with the information needed to correct such inaccuracy or omission. Parent ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition will furnish First Harrisburg with such supplemental information as may be necessary in order to cause such Proxy Statement, insofar as it relates to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition, to comply with Section 1(i)(A) above after the Company mailing thereof to First Harrisburg shareholders. (C) First Harrisburg will furnish ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition with such information concerning First Harrisburg on a consolidated basis as is necessary in order to cause the Proxy Statement, insofar as it relates to First Harrisburg on a consolidated basis, to comply with Section 1(i)(A) above. First Harrisburg agrees promptly to advise ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition if at any time any information provided by it in the Proxy Statement becomes incorrect or incomplete in any material respect and to provide ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Acquisition with the information needed to correct such inaccuracy or omission. First Harrisburg will furnish ▇▇▇▇▇▇ with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiariesFirst Harrisburg, to comply with applicable Law Section 1(i)(A) above after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement▇▇▇▇▇▇ shareholders.

Proxy Statement. (ai) Following As promptly as practicable following the consummation Closing Date, and in any event within seven (7) Business Days of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerClosing Date, the Company shall prepare and file with the SEC anda preliminary form of proxy statement relating to an annual or special meeting (the “Shareholders’ Meeting”) of shareholders of the Company (together with any amendments thereof or supplements thereto, when cleared the “Proxy Statement”) at which the shareholders shall be asked to approve a proposal to effectuate a reverse split of the Common Stock (the “Reverse Split”). The Company shall provide the Buyer with a reasonable opportunity to review and comment on such Proxy Statement and such Proxy Statement shall be in a form reasonably acceptable to the Buyer prior to its filing with the SEC. (ii) If the Proxy Statement is not to be reviewed by the SEC or if no notice of review is received by the Company within ten (10) calendar days of the filing of the preliminary Proxy Statement, the Company will use its best efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as soon as practicable following the 10th calendar day after the date of filing of the preliminary Proxy Statement. (iii) If the Proxy Statement is reviewed by the SEC, shall mail the Company will use its best efforts to stockholders, a proxy statement in connection with a meeting of cause the definitive Proxy Statement to be mailed to the Company's stockholders to vote upon ’s shareholders as promptly as reasonably practicable after confirmation from the adoption of this Agreement SEC that it has no further comments and in no event later than twenty (20) Business Days from the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by Closing Date unless the Company has received express written approval from the Nasdaq Listings Qualifications Panel to its stockholderscarry out such mailing on a later date. In the event the SEC provides comments on the Proxy Statement to the Company, together the Company shall respond to the SEC in writing and complete all actions to comply with any and all requests from the SEC within two (2) Business Days from the date of such comment letter. (iv) The Company will cause the information included in the Proxy Statement, at the time of the mailing or filing with the SEC of the Proxy Statement or any amendments or supplements thereto, is herein referred and at the time of the Shareholders’ Meeting, not to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders in light of the Company referenced hereincircumstances under which they were made, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Companynot misleading. The Company and Parent agree shall give the Buyer a reasonable opportunity to cooperate in making any preliminary filings review revised drafts of the Proxy Statement with and related filings and draft responses to the SECSEC and its staff related to the resolution of such comments and shall consider in good faith comments proposed by the Buyer for incorporation in such drafts, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. correspondence and filings. (v) The Company shall provide Parent for its review a copy mail to the holders of Common Stock determined as of the record date established for the Shareholders’ Meeting a Proxy Statement prior (the date the Company elects to each filing thereoftake such action or is required to take such action, with reasonable time and opportunity for such reviewthe “Proxy Date”). Parent authorizes Prior to the Proxy Date, the Company shall have engaged, at its own expense, an experienced proxy soliciting firm reasonably acceptable to the Buyer, to assist the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company solicit proxies in connection with, or contained in, with the Proxy Statement.

Proxy Statement. (a) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders Stockholders necessary in order to consummate the Merger, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholdersStockholders, a proxy statement in connection with a meeting of the Company's stockholders Stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALSCompany Proposals"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholdersStockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENTProxy Statement"). . (b) Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders Stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders Stockholders of the Company. . (c) The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. . (d) The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable following the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare and, no later than the fifteenth (15th) business day immediately following the later of the date of the public announcement of this Agreement and the date upon which Parent provides to Company all information required to be provided by Parent for inclusion in the Proxy Statement, file with the SEC andthe preliminary Proxy Statement. Notwithstanding anything contained in this Agreement to the contrary, when absent any temporary restraining order, preliminary or permanent injunction or other order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition, Company shall file with the SEC the definitive Proxy Statement as promptly as practicable following the ten calendar day period specified in Rule 14a-6 of the Exchange Act or, if later, the date the Proxy Statement is cleared by the SEC, and shall mail cause the mailing of the definitive Proxy Statement to stockholders, a proxy statement Company stockholders to occur on that day or as promptly as reasonably practicable thereafter. Each of Company and Parent shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. Each of Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with a meeting the preparation, filing and distribution of the Company's stockholders to vote Proxy Statement. Company shall promptly notify Parent upon the adoption receipt of this Agreement and any comments from the Merger and SEC or its staff or any request from the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), SEC or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all 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. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, is herein referred Company shall provide Parent an opportunity to as the "PROXY STATEMENT")review and comment on such document or response and shall consider in good faith all comments reasonably proposed by Parent. Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, If at any time prior to the meeting of stockholders of the Company referenced hereinEffective Time, any information relating to Company, Parent Information (as defined) or any of their respective affiliates, officers or directors, should be discovered by Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement is shall not contain any untrue statement of a material fact or becomes incorrect or incomplete in omit to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates to Parent in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and its subsidiariesan appropriate amendment or supplement describing such information shall be filed with the SEC and, to comply with applicable Law after the mailing thereof extent required by law, disseminated to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation date of this Agreement (but not later than nine (9) months after the Offer and if required date hereof or such later date as may be unanimously agreed to by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerParent Board), the Company Parent shall prepare and file with the SEC anda registration statement on Form S-4 (or any other applicable form under the Securities Act to register Parent Common Stock Payment Shares) and a prospectus relating to the offering and sale of Parent Common Stock Payment Shares, when cleared by together with all amendments and supplements thereto (the SEC“Registration Statement”), shall mail to stockholders, in which Registration Statement a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby Parent Stockholder Matters (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments thereof or supplements thereto, is herein referred to the “Proxy Statement”) shall be included as the "PROXY STATEMENT")a part. Parent will furnish shall deliver to the Company a draft of the Registration Statement in form and substance reasonably satisfactory to the Company prior to filing the Registration Statement and shall consult with such information concerning the Company and consider the reasonable comments of the Company to the Registration Statement, if any. Parent shall (i) cause the Registration Statement to comply in all material respects with all applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its subsidiaries staff related to the Registration Statement. (b) Parent covenants and agrees that the Registration Statement (and the letters to stockholders, notice of meeting and form of proxy included in the Proxy Statement) will (i) comply as is to form in all material respects with the requirements of applicable U.S. federal securities Laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to cause make the Proxy Statementstatements made therein, insofar as it relates in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information supplied by or on behalf of the Company, concerning itself, to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) for inclusion in the Proxy Registration Statement is will not contain any untrue statement of a material fact or becomes incorrect or incomplete in omit to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to make such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither party makes any covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the other party or any of their Representatives regarding such other party or its Affiliates for inclusion therein. (c) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Registration Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Registration Statement or that its review of the Registration Statement has been completed or (ii) at least ten (10) days shall have passed since the Registration Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Registration Statement, insofar all in compliance with applicable U.S. federal securities laws and the DGCL. If Parent, Merger Sub or the Surviving Corporation become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders. (d) Parent shall promptly notify the Company if it relates becomes aware (i) that the Registration Statement has become effective, (ii) of the issuance of any stop order or suspension of the qualification or registration of the Parent Common Stock issuance in connection with the Merger for offering or sale in any jurisdiction, or (iii) any order of the SEC related to the Registration Statement, and shall promptly provide to the Company copies of all written correspondence between it or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Registration Statement and all orders of the SEC relating to the Registration Statement. (e) The Company shall reasonably cooperate with Parent and provide, and cause its Representatives to provide, Parent and its subsidiariesRepresentatives, with all true, correct and complete information regarding the Company that is required by law to comply with applicable Law after be included in the mailing thereof Registration Statement or reasonably requested by Parent to be included in the stockholders Registration Statement. The Company will use commercially reasonable efforts to cause to be delivered to Parent a letter of the Company. The Company ’s independent accounting firm, dated no more than two (2) Business Days before the date on which the Registration Statement becomes effective (and Parent agree reasonably satisfactory in form and substance to cooperate Parent), that is customary in making any preliminary filings of scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Proxy Statement with the SEC, as Registration Statement. (f) As promptly as practicablereasonably practicable after the date of this Agreement, pursuant the Company shall furnish to Rule 14a-6 Parent (i) audited financial statements for each of its fiscal years required to be included in the Registration Statement (the “Company Audited Financial Statements”) and (ii) unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange ActAct (the “Company Interim Financial Statements”). The Company shall provide Parent for its review a copy Each of the Proxy Statement prior to each filing thereof, with reasonable time Company Audited Financial Statements and opportunity for such review. Parent authorizes the Company to utilize Interim Financial Statements will be prepared in accordance with GAAP as applied on a consistent basis during the periods involved (except in each case as described in the Proxy Statement notes thereto and except, in the information concerning Parent case of any unaudited financial statements, to normal year-end audit adjustments) and its subsidiaries provided on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, as of the dates of and for the periods referred to in the Company in connection withAudited Financial Statements or the Company Interim Financial Statements, or contained in, as the Proxy Statementcase may be.

Proxy Statement. (a) Following The Company shall prepare, and the consummation of Company shall file with the Offer and if required SEC, the Proxy Statement by the Securities Exchange Act because Proxy Filing Date for use in connection with the solicitation of action proxies from the Company Stockholders for use at the Company Stockholder Meeting; provided that prior to filing the Proxy Statement, the Company will provide drafts of thereof to the Investors, will give the Investors reasonable time to review and comment thereon and will include any reasonable comments made by the Company's stockholders necessary Investors in order the Proxy Statement. Subject to consummate the Mergerapplicable Legal Requirements, the Company shall prepare use its 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 (but in no event later than five Business Days following clearance of the Proxy Statement by the SEC). The Company shall not file with the SEC the Proxy Statement or any amendment or supplement thereto, and, when cleared to the extent permitted by Legal Requirements, correspond or otherwise communicate in any material respect with the SEC or its staff with respect to the Proxy Statement without providing the Investors a reasonable opportunity to review and comment thereon or participate therein. The Company shall (i) as promptly as practicable after receipt thereof, provide the Investors and their counsel with copies of any written comments, and advise the Investors and their counsel of any oral comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (ii) include in the Company’s written response to such comments any comments reasonably proposed by the Investors and their counsel, and (iii) provide the Investors and their counsel a reasonable opportunity to participate in any discussions or meetings with the SEC. The Company shall advise the Investors, shall mail promptly after it receives notice thereof, of any receipt of a request by the SEC or its staff for an amendment or revisions to stockholders, the Proxy Statement any receipt of comments from the SEC or its staff on the Proxy Statement or any receipt of a proxy statement request by the SEC or its staff for additional information in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT")therewith. Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, If at any time prior to the meeting of stockholders of Company Stockholder Meeting, any information relating to the Company referenced hereinor any of its respective partners, any Parent Information (as defined) members, stockholders, directors, or officers, should be discovered by the Company, which should be set forth in an amendment or supplement to the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of 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 light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SECSEC and, as promptly as practicableto the extent required by applicable Legal Requirements or the SEC or its staff, pursuant disseminated to Rule 14a-6 under the Securities Exchange ActCompany Stockholders. The Company shall provide Parent for its review a copy of cause the Proxy Statement prior to each filing thereof, comply as to form and substance in all material respects with reasonable time the applicable requirements of the Exchange Act and opportunity for such reviewthe rules of the SEC and Nasdaq. Parent authorizes Unless this Agreement is earlier terminated pursuant to Article VII or the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided Board shall effect a Company Board Recommendation Change pursuant to the terms of Section 5.2(b), the Company shall include the Company Board Recommendation in connection with, or contained in, the Proxy Statement.

Proxy Statement. OFFER DOCUMENTS; SCHEDULE TO SCHEDULE 14D-9. (aA) Following the consummation of the Offer and if Each document required to be filed by the Securities Exchange Act because of action by Company with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders necessary in order connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to consummate be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. (i) The Company Proxy Statement, as supplemented or amended, if applicable, at the time the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail Proxy Statement or any amendment or supplement thereto is first mailed to stockholders, a proxy statement in connection with a meeting stockholders of the Company's Company and at the time such stockholders to vote upon the on adoption of this Agreement and at the Merger Effective Time, and (ii) each Company Disclosure Document (other than the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"Company Proxy Statement), or an information statement, as appropriate, satisfying all requirements at the time of the Securities Exchange Act (filing of such proxy Company Disclosure Document or information any supplement or amendment thereto with the SEC and at the time first distributed or disseminated to the Company's Stockholders, will not contain any untrue statement in the form mailed by the Company of a material fact or omit to its stockholders, together with state any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is material fact necessary in order to cause make the Proxy Statementstatements made therein, insofar as it relates in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09(b) will not apply to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise statements included in or omissions from the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the Disclosure Documents based upon information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided furnished to the Company in connection with, or contained in, the Proxy Statementwriting by Parent specifically for use therein.

Proxy Statement. (a) Following As promptly as practicable after the consummation date of the Offer this Agreement, and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, any event no later than ten Business Days after the Company shall have delivered the Company Public Company Financials to Parent, Parent shall prepare and file cause to be filed with the SEC the Proxy Statement. Parent shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten calendar days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party, its Subsidiaries and its stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to the Company occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent thereof and shall cooperate fully with Parent in filing such amendment or supplement with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as if appropriate, satisfying all requirements of the Securities Exchange Act (in mailing such proxy amendment or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof supplement to the stockholders of Parent. Parent shall pay all filing fees required to be paid to the Company. The Company and Parent agree to cooperate SEC in making any preliminary filings of connection with the Proxy Statement with and all of its own legal, accounting, proxy solicitation, printing and mailing costs and other amounts related thereto. (b) Prior to the SECEffective Time, as promptly as practicable, Parent shall use commercially reasonable efforts to ensure that the issuance of the Parent Common Stock in the Merger will be exempt from registration pursuant to Rule 14a-6 under Section 4(2) of the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time Act and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, from registration or contained in, the Proxy Statementqualification requirements under applicable state securities laws.

Proxy Statement. (a) Following The Company, in consultation with the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order Purchasers, shall use all commercially reasonable efforts to consummate the Merger, the Company shall prepare and file with the SEC andCommission, when cleared by as promptly as practicable after the SECdate hereof, shall mail preliminary proxy materials with respect to stockholders, a proxy statement in connection with a meeting of the stockholders (the “Annual Meeting”) for the purpose of approving the issuance and sale of the Purchased Securities hereunder and all transactions contemplated by this Agreement; provided, however, that, prior to filing any such preliminary proxy materials with the Commission, the Company shall afford the Purchasers reasonable opportunity (which shall not be less than two (2) Business Days) to review and comment on any such preliminary proxy materials; and provided, further, that the Company shall not file any preliminary proxy materials to which the Purchasers reasonably object. Thereafter, the Company's stockholders , in consultation with the Purchasers, shall promptly file with the Commission the definitive proxy statement and, acting through the Board, (i) call an Annual Meeting to vote be held as soon as reasonably practicable after the date hereof and in no event later than 45 days after the earlier of (a) receiving notification that the Commission is not reviewing the preliminary proxy materials and (b) the conclusion of any Commission review of the preliminary proxy materials, for the purpose of voting upon the adoption approval of the sale of Purchased Securities hereunder and all transactions contemplated by this Agreement and (ii) subject to Section 5.07(e) hereof, include in the proxy statement the recommendation of the Board that holders of the Common Stock approve the Company Proposals; and provided, however, that, prior to filing any such definitive proxy statement with the Commission, the Company shall afford the Purchasers reasonable opportunity (which shall not be less than two (2) Business Days) to review and comment on any change reflected in such definitive proxy statement; provided, further, that the Company shall not file any definitive proxy statement to which the Purchasers reasonably objected. Neither prior to nor at the Annual Meeting shall the Company put forth any matter, other than those matters relating to transactions expressly contemplated by this Agreement and the Merger election of directors, to the holders of Common Stock for their approval without the prior written consent of Advent. (a) Each of the Company, on the one hand, and each of the Purchasers, severally and not jointly, on the other hand, hereby agrees that the information provided and to be provided by it specifically for use in the preliminary proxy material and the transactions contemplated hereby and thereby (definitive proxy statement shall not, on the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of date upon which the Securities Exchange Act (such definitive proxy or information statement in the form is mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the CompanyCompany or on the date of the Annual Meeting contemplated by this Agreement contain any 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 and Parent agree to cooperate in making any preliminary filings each of the Proxy Statement Purchasers agrees to correct promptly any such information provided by it that shall have become false or misleading in any material respect, and the Company shall take all steps necessary to file with the SEC, Commission any amendment or supplement to the definitive proxy statement so as promptly to correct the same and to cause such definitive proxy statement as practicable, so corrected to be disseminated to the Company’s stockholders to the extent required by applicable law. (b) Any proxy solicitation materials prepared and filed by the Company with the Commission and/or delivered to the Company’s stockholders pursuant to Rule 14a-6 under this Section 6.04, including the Securities preliminary proxy materials and definitive proxy statement to be filed in accordance with this Section 6.04, shall comply as to form in all material respects with the provisions of the Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare prepare, and file with the SEC, the Proxy Statement relating to the Company Stockholder Approval. Parent shall provide promptly to the Company such information concerning Parent as, in the reasonable judgment of Parent, the Company or their respective counsel, may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto. At the earliest practicable time following the later of (i) receipt and resolution of SEC andcomments thereon, when cleared or (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its stockholders. The Company will use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger (or as required or appropriate to facilitate the Merger) to comply in all material respects with all applicable Legal Requirements. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC, any other Governmental Entity or other regulatory authorities, the Company shall provide Parent (which term shall in all instances in this Section 5.1 also include Parent’s counsel) with reasonable opportunity to review and comment on each such filing in advance and the Company shall in good faith consider including in such filings all comments reasonably proposed by Parent. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other government or regulatory officials for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government or regulatory officials, on the other hand, with respect to the Proxy Statement or any such other filing. The Company and its outside counsel shall permit Parent to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or the Merger. The Company shall consult with Parent prior to responding to any comments or inquiries by the SEC, any other Governmental Entity or regulatory authority with respect to any filings related to (or necessary or appropriate to facilitate) the Merger, shall mail provide Parent with reasonable opportunity to stockholders, a proxy statement review and comment on any such written response in connection with a meeting of the Company's stockholders advance and shall in good faith consider including in such response all comments reasonably proposed by Parent. Whenever any event occurs that is required to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), be set forth in an amendment or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company supplement to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide other filing, the Company shall promptly inform Parent of such occurrence, provide Parent with reasonable opportunity to review and comment on any such amendment or supplement in advance, shall in good faith consider including in such amendment or supplement all comments reasonably proposed by Parent, and shall cooperate in filing with the information needed to correct such inaccuracy SEC or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statementits staff, insofar as it relates to Parent and its subsidiariesany other Governmental Entity or regulatory authority, to comply with applicable Law after the and/or mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, amendment or contained in, the Proxy Statementsupplement.

Proxy Statement. (a) Following As promptly as practicable after the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerAgreement, the Company shall prepare and file with the SEC andSEC, when and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALSStockholders Meeting"), or an information ) to consider the Merger (such proxy statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy amended or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements theretosupplemented, is herein referred to as the "PROXY STATEMENTProxy Statement"). The Company shall as promptly as practicable (i) notify Parent of (A) the receipt of any oral or written comments from the SEC and (B) any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between the Company and the SEC or members of its staff with respect to the Proxy Statement. Notwithstanding anything to the contrary in SECTION 6.1(a), prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent a reasonable opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of Parent (which approval shall not be unreasonably withheld or delayed). The Proxy Statement shall contain the recommendation of the Board of Directors in favor of the Merger. Notwithstanding anything herein to the contrary, if (x) the Company receives a Superior Proposal which was unsolicited and did not otherwise result from a breach of SECTION 5.2 and (y) the Board of Directors has determined (in good faith after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with the fiduciary duties of the Board of Directors under applicable law, the Board of Directors may, as long as at such time such Takeover Proposal continues to be a Superior Proposal, determine (A) not to make or may withdraw, modify or change, such recommendation (provided that such determination shall not allow the Company to fail to file, mail and clear with the SEC the Proxy Statement and hold the Stockholders Meeting as described herein). The Company may, if it has complied with the provisions of SECTION 5.2 and this SECTION 6.1 and if it receives a Takeover Proposal (which is reasonably likely to result in a Superior Proposal) which was unsolicited and did not otherwise result from a breach of SECTION 5.2, delay the mailing of the Proxy Statement or the holding of the Stockholders Meeting, in each case, for such time (not to exceed five Business Days) as is necessary for the Board of Directors to consider such Takeover Proposal and to determine the effect, if any, on its recommendation in favor of the Merger. (b) Parent and Merger Sub will furnish the Company with such information concerning Parent and its subsidiaries Merger Sub and their Subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiariesMerger Sub and any of their Subsidiaries, to comply with applicable Lawlaw. Parent agrees promptly to advise the Company ifThe Company, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent Merger Sub agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution and delivery of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company Seller shall prepare and file with the SEC andthe Proxy Statement. The Acquiror shall promptly provide to the Seller all such information as reasonably may be required or appropriate for inclusion in the Proxy Statement, when cleared or in any amendments or supplements thereto. The Seller shall respond to any comments of the SEC and shall use its best efforts to cause the Proxy Statement to be mailed to the Seller's shareholders at the earliest practicable time after the Proxy Statement is filed with the SEC. As promptly as practicable after the date of this Agreement, the Seller shall prepare and file any other filings required to be filed by it under the Exchange Act or any other Federal or related laws relating to the transactions contemplated by this Agreement (the "Other Filings"). The Seller shall notify the Acquiror promptly upon the receipt of any comments or other communication from the SEC or its staff or any other government officials and of any request by the SECSEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing, or for additional information and shall mail supply the Acquiror with copies of all correspondence between the Seller 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 stockholdersthe Proxy Statement or any Other Filing. Prior to filing, the Seller shall provide the Acquiror with a proxy statement reasonable opportunity to review and comment on any filings with the SEC in connection with a meeting the transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, and all Other Filings. The Seller shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.13(a) to comply as to form and substance in all material respects with the applicable requirements of law and the rules and regulations promulgated thereunder, including: (i) the Exchange Act; and (ii) the rules and regulations of the CompanyAmerican Stock Exchange. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Seller shall promptly inform the Acquiror of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the shareholders of the Seller, such amendment or supplement. (b) The Proxy Statement shall include, inter alia: (i) the unanimous recommendation of the Board of Directors of the Seller to the Seller's stockholders to shareholders that they vote upon the adoption in favor of approval of this Agreement and the Merger other transactions contemplated by this Agreement, subject to the right of the Board of Directors of the Seller to withhold, withdraw, amend, modify or change its recommendation in favor of approval of this Agreement and the other transactions contemplated hereby by this Agreement in compliance with Section 5.4; and thereby (ii) the "COMPANY PROPOSALS")opinion of Imperial Capital, or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein LLC referred to as the "PROXY STATEMENT")in Section 3.8. Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior The Seller shall deliver to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review Acquiror a copy of the Proxy Statement prior written opinion of Imperial Capital, LLC referred to each filing in Section 3.8 promptly following the Seller's receipt thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare the Proxy Statement which shall be in form and substance reasonably satisfactory to Parent. The Company shall: (i) cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and other applicable Legal Requirements; (ii) provide Parent with a reasonable opportunity to review and comment on drafts of the Proxy Statement, and include in the Proxy Statement all changes reasonably proposed by Parent; (iii) promptly cause the Proxy Statement to be filed with the SEC; (iv) promptly provide Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand; (v) promptly notify Parent upon the receipt of any comments or requests from the SEC or its staff with respect to the Proxy Statement; (vi) provide Parent with a reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement and any related correspondence and filings, and include in the Proxy Statement and in any such correspondence and filings all changes reasonably proposed by Parent; (vii) promptly respond to any comments or requests of the SEC or its staff; and (viii) cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable following the date of this Agreement. To the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the Contemplated Transactions. (b) If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Parent of such event or information and shall, in accordance with the procedures set forth in Section 5.1(a): (i) prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement such amendment or supplement as promptly thereafter as practicable; and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as ii) if appropriate, satisfying all requirements of the Securities Exchange Act (cause such proxy amendment or information statement in the form supplement to be mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders shareholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation date of the Offer this Agreement, and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, any event no later than five Business Days after the Company shall have delivered the Company Public Company Financials to Castle, Castle shall prepare and file cause to be filed with the SEC the Proxy Statement. Castle shall use commercially reasonable efforts to cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Castle shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Castle’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten calendar days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement. Each Party shall promptly furnish to the other Party all information concerning such Party, its Subsidiaries and its stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to the Company occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Castle thereof and shall cooperate fully with Castle in filing such amendment or supplement with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as if appropriate, satisfying all requirements of the Securities Exchange Act (in mailing such proxy amendment or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof supplement to the stockholders of Castle. (b) Prior to the Company. The Company and Parent agree Effective Time, Castle shall use commercially reasonable efforts to cooperate in making any preliminary filings ensure that the issuance of the Proxy Statement with Castle Common Stock in the SEC, as promptly as practicable, Merger will be exempt from registration pursuant to Rule 14a-6 under Section 4(2) of the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time Act and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, from registration or contained in, the Proxy Statementqualification requirements under applicable state securities laws.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of this Agreement, subject to the terms of this Section 7.01, Adara (with the assistance and cooperation of the Offer and if required Company as reasonably requested by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company Adara) shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Adara relating to the meeting of Adara’s stockholders (including any adjournment or postponement thereof, the Company's stockholders “Adara Stockholders’ Meeting”) to vote upon the be held to consider (i) approval and adoption of this Agreement and the Transactions, including the Merger, (ii) approval of the issuance of Adara Class A and Class E Common Stock as contemplated by this Agreement, (iii) approval of the Second Amended and Restated Adara Certificate of Incorporation as set forth on Exhibit F, (iv) approval of the Parent Equity Incentive Plan, and (v) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Adara Proposals”). Adara shall promptly prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Adara Class A Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by the stockholders of Adara immediately prior to the Effective Time. The Company shall furnish all information concerning the Company as Adara may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Adara and the Company each shall use their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby and thereby (hereby. Prior to the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements effective date of the Securities Exchange Act (such proxy Registration Statement, Adara shall use reasonable best efforts to take any action required under any applicable federal or information statement state securities Laws in connection with the form mailed by issuance of shares of Adara Class A Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Adara shall mail the Proxy Statement to its stockholders. (b) No filing of, together with any and all amendments or supplements theretoamendment or supplement to the Proxy Statement or the Registration Statement will be made by Adara or the Company without the approval of the other party (such approval not to be unreasonably withheld, is herein referred to as the "PROXY STATEMENT"conditioned or delayed). Parent will furnish Adara and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Adara Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Adara and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. (c) Adara represents that the information concerning Parent supplied by Adara for inclusion in the Registration Statement and its subsidiaries as the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of the Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates to Parent and its subsidiariesin light of the circumstances under which they were made, to comply with applicable Lawnot misleading. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting of stockholders Effective Time, any event or circumstance relating to Adara or Merger Sub, or their respective officers or directors, should be discovered by Adara which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Adara shall promptly inform the Company. All documents that Adara is responsible for filing with the SEC in connection with the Merger and the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company referenced herein, any Parent Information (as defined) represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or becomes incorrect any amendment thereof or incomplete in supplement thereto) is first mailed to the stockholders of Adara, (iii) the time of Adara Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, insofar the Company shall promptly inform Adara. All documents that the Company is responsible for filing with the SEC in connection with the Merger and the other transactions contemplated by this Agreement will comply as it relates to Parent form and its subsidiaries, to comply substance in all material respects with the applicable Law after the mailing thereof to the stockholders requirements of the Company. The Company Securities Act and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with rules and regulations thereunder and the SEC, as promptly as practicable, pursuant to Rule 14a-6 under Exchange Act and the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time rules and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementregulations thereunder.

Proxy Statement. (a) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company The Seller shall promptly prepare and file with the SEC and, when cleared by in preliminary form the SEC, shall mail to stockholders, a proxy statement information and other proxy solicitation materials of the Seller (the "Proxy Materials") in connection with a meeting the solicitation of proxies necessary to obtain the Shareholder Approval. The Seller will endeavor to promptly respond to any comments of the Company's stockholders SEC staff and to vote upon file, and mail to shareholders, the adoption of this Agreement and Proxy Materials as soon as reasonably practicable after all such comments are resolved. The Buyer shall cooperate with the Merger and Seller in the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements preparation of the Securities Exchange Act Proxy Materials. Prior to filing the preliminary Proxy Materials, any response to the SEC staff comments, the final Proxy Materials, and any amendment or supplement, the Seller shall give the Buyer reasonable opportunity to comment on the proposed filing. (such proxy or information statement in the form mailed by the Company to its stockholdersb) The Seller represents, together with any warrants and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause agrees that the Proxy Statement, insofar as it relates may be amended or supplemented, will not, at the date of mailing to Parent shareholders of the Proxy Statement or any amendment or supplement, and its subsidiariesat the time of the Shareholder Meeting, contain any untrue statement of a material fact or omit to comply with applicable Lawstate any material fact required to be stated therein or necessary to make the statements therein not misleading. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting Shareholder Meeting, the Seller becomes aware of stockholders any information that would cause any of the Company referenced herein, any Parent Information (as defined) statements in the Proxy Statement is to be false or becomes incorrect or incomplete in misleading with respect to any material respect fact, or to omit any material fact necessary to make the statements contained therein not false and misleading, it shall promptly so inform the Buyer and take the necessary steps to provide the Company with the information needed to correct such inaccuracy amend or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause supplement the Proxy Statement. Notwithstanding the foregoing, insofar as it relates the Seller makes no representation or warranty with respect to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders any information supplied by or on behalf of the CompanyBuyer expressly for inclusion in the Proxy Statement. The Company Seller represents, warrants and Parent agree agrees that the Proxy Statement will comply as to cooperate form in making any preliminary filings all material respects with the Securities Exchange Act of 1934 and the rules and regulations thereunder. (c) The Buyer represents, warrants and agrees that none of the information supplied by it or on its behalf expressly for inclusion in the Proxy Statement will, at the date of mailing of the Proxy Statement with or any amendment or supplement, contain any untrue statement of a material fact or omit to state any material fact necessary to make the SECstatements therein not misleading. If the Buyer shall become aware, as promptly as practicableprior to the Shareholder Meeting, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy that any information so furnished by it would cause any of the Proxy Statement prior statements with respect to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize Buyer in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection withbe false or misleading with respect to any material fact, or contained into omit to state any material fact necessary to make such statements not false or misleading, it will promptly so advise the Proxy StatementSeller.

Proxy Statement. (a) Following As soon as practicable after the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerClosing, the Company Intek shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, Securities and Exchange Commission a proxy statement in connection with and related solicitation materials relating to a special meeting of the Companyholders of the Intek's stockholders to vote upon common stock, $.01 par value (the adoption of this "Intek Stockholders' Meeting") concerning the Securicor Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information such proxy statement, as appropriateamended or supplemented from time to time, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is being herein referred to as the "PROXY STATEMENTProxy Statement"), and shall use its best efforts to cause the Proxy Statement to be mailed to its stockholders at such time and in such manner as permits the Intek Stockholders' Meeting to be held as promptly as practicable. Parent will MIC and ▇▇▇▇▇▇▇▇ shall each use its best efforts to furnish all information as may be reasonably requested by Intek and, in any case, as required with respect to Intek by Regulation 14A under the Company with such Exchange Act for inclusion in the Proxy Statement. The information concerning Parent provided by Intek and its subsidiaries as 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 the Intek Stockholders' Meeting, be true and correct in all material respects and shall not omit to state any material fact required to be stated therein or necessary in order to cause make the Proxy Statementstatements contained therein not misleading, insofar as it relates to Parent and its subsidiariesIntek, to comply with applicable Law. Parent agrees MIC and ▇▇▇▇▇▇▇▇ each agree promptly to advise the Company if, at correct any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) information provided by it for use in the Proxy Statement is which shall have become false or becomes incorrect or incomplete in any material respect misleading. Intek shall duly call, give notice of, convene and to provide hold the Company with Intek Stockholders' Meeting, for the information needed to correct such inaccuracy or omission. Parent will furnish purpose of approving, among other matters, the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 transactions contemplated under the Securities Exchange ActSecuricor Agreement. The Company Intek, through its Board of Directors, shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.recommend to

Proxy Statement. (a) Following In connection with the consummation Mercer Shareholder Meeting, as soon as practicable after the date of this Agreement, Mercer shall prepare a proxy statement which complies as to form in all material respects with the applicable provisions of the Offer Exchange Act (the “Mercer Proxy Statement”) and if required shall provide a copy of such Mercer Proxy Statement to Buyer for review and comment prior to filing such Mercer Proxy Statement with the SEC. As promptly as practical following ▇▇▇▇▇▇’▇ receipt of Buyer’s comments to the Mercer Proxy Statement, Mercer shall incorporate such comments as it deems appropriate, after consultation with its counsel, finalize the Mercer Proxy Statement and file such Mercer Proxy Statement with the SEC. Mercer shall use commercially reasonable efforts to have the Mercer Proxy Statement cleared by the Securities Exchange Act because SEC and mailed to its shareholders as promptly as practicable after its filing with the SEC. Mercer shall inform Buyer of action by any and all written and oral comments Mercer receives from the Company's stockholders necessary in order SEC on the preliminary Mercer Proxy Statement and shall permit the Buyer to consummate the Merger, the Company shall prepare review and file comment on any revised versions prior to filing with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and final Mercer Proxy Statement prior to Mercer mailing the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company final Mercer Proxy Statement to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT")shareholders. Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting of stockholders Effective Time, any information relating to Mercer, any of the Company referenced herein, Mercer Subsidiaries or any Parent Information (as defined) of their respective officers or directors should be discovered by Buyer or Mercer that should be set forth in an amendment or supplement to the Mercer Proxy Statement is so that such document would not include any misstatement of a material fact or becomes incorrect or incomplete in omit to state any material respect and fact necessary to provide make the Company with statements therein, in light of the circumstances under which they were made, not misleading, then the party that discovers such information needed to correct such inaccuracy or omission. Parent will furnish shall promptly notify the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiariesother party hereto and, to comply with applicable Law after the mailing thereof extent required by Applicable Law, Mercer shall promptly prepare an amendment or supplement describing such information and provide a copy of such amendment to the stockholders of the Company. The Company Buyer for review and Parent agree comment prior to cooperate in making any preliminary filings of the Proxy Statement filing such amendment with the SEC, as . As promptly as practicablepracticable following ▇▇▇▇▇▇’▇ receipt of Buyer’s comments to such amendment, pursuant Mercer shall incorporate such comments as it deems appropriate, after consultation with its counsel, and file such amendment with the SEC and disseminate such amendment to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementshareholders.

Proxy Statement. (a) Following As promptly as practicable after the consummation Closing Date, but in any case, no later than ten (10) Business Days following the filing of Parent’s annual report on Form 10-K for the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergeryear ended December 31, the Company 2023, Parent shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement relating to the Parent Stockholder Meeting to be held in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby Parent Stockholder Matters (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent shall use its reasonable best efforts to (i) cause the Proxy Statement to comply with applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. (b) Parent covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will furnish (i) comply as to form in all material respects with the Company with such information concerning Parent requirements of applicable U.S. federal securities Laws and its subsidiaries as is the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) Parent shall use reasonable best efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, insofar all in compliance with applicable U.S. federal securities laws and the DGCL. If Parent, First Merger Sub, Second Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as it relates the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders. (d) The Parties shall reasonably cooperate with each other and provide, and shall use reasonable best efforts to cause their respective Representatives to provide, the other Party and its subsidiariesRepresentatives, with all true, correct and complete information regarding such Party that is required by Law to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) be included in the Proxy Statement is or becomes incorrect or incomplete reasonably requested by the Other Party to be included in the Proxy Statement. If at any material respect and to provide the Company with time the information needed provided in the Proxy Statement has or will become “stale” and new information should, as determined by Parent acting reasonably, be disclosed in an amendment or supplement to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates the Parent shall promptly inform the Company thereof and each such Party shall cooperate with one another, and shall use reasonable best efforts to Parent cause their accounting and its subsidiariesother outside professionals to so cooperate, to comply with applicable Law after (i) in providing the mailing thereof to the stockholders of the Company. The Company financial reporting necessary for such filing and Parent agree to cooperate (ii) in making any preliminary filings of the Proxy Statement filing such amendment or supplement with the SECSEC (and, as promptly as practicable, pursuant if related to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement, mailing such amendment or supplement to the Parent stockholders).

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare prepare, and file with the SEC and, when cleared by the SEC, shall mail preliminary proxy materials relating to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon Company Stockholder Approval; provided that the adoption parties acknowledge that the parties’ goal is that the Company file the Proxy Statement within 15 days after execution of this Agreement and that if the Merger and Company does not file the transactions contemplated hereby and thereby (Proxy Statement within such period, the "COMPANY PROPOSALS")Company’s senior executives shall discuss the reasons for the failure to meet such goals with Parent’s duly appointed representatives. Parent shall provide promptly to the Company such information concerning Parent as, in the reasonable judgment of Parent or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, is herein referred to as or (ii) the "PROXY STATEMENT"). Parent will furnish expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its stockholders. The Company will cause the Proxy Statement to comply with all applicable Legal Requirements. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company shall provide Parent (which term shall in all instances in this Section 5.1 also include Parent’s counsel) with reasonable opportunity to review and comment on each such information concerning filing in advance and the Company shall in good faith consider including in such filings all comments reasonably proposed by Parent; provided that Parent shall have provided to the Company its comments as promptly as practicable after the Proxy Statement has been transmitted to Parent for its review. (b) The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. The Company and its outside counsel shall permit Parent and its subsidiaries as is necessary outside counsel to participate in order all planned communications with the SEC and its staff (including all meetings and telephone conferences) relating to cause the Proxy Statement, insofar this Agreement or the Merger. The Company shall consult with Parent prior to responding to any comments or inquiries by the SEC or any other Governmental Entity with respect to the Proxy Statement and shall provide Parent with reasonable opportunity to review and comment on any such written response in advance and shall include in such response all comments reasonably proposed by Parent (provided that Parent shall have provided its comments to the Company as it relates promptly as practicable after such written response has been transmitted to Parent and for its subsidiaries, review). Whenever any event occurs prior to comply with applicable Law. Parent agrees promptly the Effective Time (including events relating to advise the Company ifor any of its affiliates, directors or officers) that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence, provide Parent with reasonable opportunity to review and comment on any such amendment or supplement in advance, shall in good faith consider including in such amendment or supplement all comments reasonably proposed by Parent, and shall cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the stockholders of the Company, such amendment or supplement; provided that Parent shall have provided to the Company its comments as promptly as practicable after the Proxy Statement has been transmitted to Parent for its review. (c) If at any time prior to the meeting Effective Time Parent should discover any information relating to itself or to any of stockholders of the Company referenced hereinits affiliates, any Parent Information (as defined) directors or officers which should be set forth in the Proxy Statement is an amendment or becomes incorrect or incomplete in any material respect and supplement to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, Parent shall promptly notify the Company and its subsidiariesan appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to comply with applicable Law after the mailing thereof extent required by Legal Requirements, disseminated to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (ai) Following The Company shall prepare in consultation with OFI and the consummation Note Holders, and file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement relating to (i) the Agreement and the transactions contemplated thereby and (ii) conversion of the Offer Series C Preferred Stock and the Series D Preferred Stock (a “Proxy Statement”) promptly after the date of this Agreement (and in no event later than thirty (30) days after the date hereof) and use its reasonable best efforts to: (A) obtain and furnish the information required to be included by the SEC in the preliminary Proxy Statement; (B) respond promptly to any comments made by the SEC or its staff with respect to the preliminary Proxy Statement; (C) cause a definitive Proxy Statement (together with any amendments and supplements thereto) to be mailed to its shareholders as soon as reasonably practicable containing all information required under applicable law to be furnished to the Company’s shareholders in connection with the matters to be approved by the shareholders; (D) promptly amend or supplement any information provided by it for use in the preliminary or definitive Proxy Statement (including any amendments or supplements thereof) if and to the extent that it shall have become false or misleading in any material respect and take all steps necessary to cause the Proxy Statement as so amended or supplemented to be filed with the SEC and to be disseminated to the Company’s shareholders, in each case as and to the extent required by applicable United States federal securities laws; and (E) cause the Securities Exchange Act because preliminary and definitive Proxy Statements, on each relevant filing date, on the date of action by mailing to the Company's stockholders ’s shareholders and at the time of the Shareholders’ Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to consummate make the Mergerstatements therein, in light of the Company shall prepare circumstances under which they are made, not misleading, and file cause the Proxy Statement to comply as to form in all material respects with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements provisions of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC1934, as promptly as practicable, pursuant to Rule 14a-6 under amended (the Securities “Exchange Act. The Company shall provide Parent for its review a copy of ”) and the Proxy Statement prior to each filing thereof, with reasonable time rules and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementregulations promulgated thereunder.

Proxy Statement. (a) Following In connection with the consummation Mercer Shareholder Meeting, as soon as practicable after the date of this Agreement, Mercer shall prepare a proxy statement which complies as to form in all material respects with the applicable provisions of the Offer Exchange Act (the “Mercer Proxy Statement”) and if required shall provide a copy of such Mercer Proxy Statement to Buyer for review and comment prior to filing such Mercer Proxy Statement with the SEC. As promptly as practical following ▇▇▇▇▇▇’▇ receipt of Buyer’s comments to the Mercer Proxy Statement, Mercer shall incorporate such comments as it deems appropriate, after consultation with its counsel, finalize the Mercer Proxy Statement and file such Mercer Proxy Statement with the SEC. Mercer shall use commercially reasonable efforts to have the Mercer Proxy Statement cleared by the Securities Exchange Act because SEC and mailed to its shareholders as promptly as practicable after its filing with the SEC. Mercer shall inform Buyer of action by any and all written and oral comments Mercer receives from the Company's stockholders necessary in order SEC on the preliminary Mercer Proxy Statement and shall permit the Buyer to consummate the Merger, the Company shall prepare review and file comment on any revised versions prior to filing with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and final Mercer Proxy Statement prior to Mercer mailing the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company final Mercer Proxy Statement to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT")shareholders. Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting of stockholders Effective Time, any information relating to Mercer, any of the Company referenced herein, Mercer Subsidiaries or any Parent Information (as defined) of their respective officers or directors should be discovered by Buyer or Mercer that should be set forth in an amendment or supplement to the Mercer Proxy Statement is so that such document would not include any misstatement of a material fact or becomes incorrect or incomplete in omit to state any material respect and fact necessary to provide make the Company with statements therein, in light of the circumstances under which they were made, not misleading, then the party that discovers such information needed to correct such inaccuracy or omission. Parent will furnish shall promptly notify the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiariesother party hereto and, to comply with applicable Law after the mailing thereof extent required by Applicable Law, ▇▇▇▇▇▇ shall promptly prepare an amendment or supplement describing such information and provide a copy of such amendment to the stockholders of the Company. The Company Buyer for review and Parent agree comment prior to cooperate in making any preliminary filings of the Proxy Statement filing such amendment with the SEC, as . As promptly as practicablepracticable following ▇▇▇▇▇▇’▇ receipt of Buyer’s comments to such amendment, pursuant Mercer shall incorporate such comments as it deems appropriate, after consultation with its counsel, and file such amendment with the SEC and disseminate such amendment to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementshareholders.

Proxy Statement. (a) Following As promptly as reasonably practicable following the consummation execution of this Agreement, MIC shall, with the Offer assistance of Parent, prepare, and if required by MIC shall, as promptly as reasonably practicable following the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerdate hereof, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with relating to the approval by the stockholders of MIC, on a meeting of the Company's stockholders to vote upon the adoption binding, advisory basis, of this Agreement and the Merger and the transactions contemplated hereby and thereby hereby, including the Merger (as amended or supplemented from time to time, the "COMPANY PROPOSALS"“Proxy Statement”). For the avoidance of doubt, the Proxy Statement may include such other proposals as MIC determines are reasonably necessary for the consummation of the Reorganization, the MIC Sale or an information statement, as appropriate, satisfying any Alternative MIC Sale. MIC shall cause the Proxy Statement to comply in all material respects with the applicable requirements of the Securities Exchange Act. Parent and MIC shall cooperate with one another in connection with the preparation of the Proxy Statement and Parent shall furnish all information concerning Parent and Merger Sub as MIC may reasonably request in connection with the preparation of the Proxy Statement, including such information that is required by the Exchange Act (such proxy or information statement to be set forth in the form mailed Proxy Statement. Each of MIC and Parent will cause the information relating to MIC, the Company, Parent or Merger Sub, as applicable, to be supplied by it for inclusion in the Company to its stockholdersProxy Statement, together with at the time of the mailing of the Proxy Statement or any and all amendments or supplements thereto, is herein referred and at the time of the MIC Stockholders’ Meeting, not to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is contain any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and MIC shall each use commercially reasonable efforts to respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC (or its staff) concerning the Proxy Statement and have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. MIC shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to the stockholders of MIC as promptly as reasonably practicable after the Proxy Statement is cleared by the SEC. (b) Each of Parent and MIC shall as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC (or its staff) and all other written correspondence and oral communications with the SEC (or its staff) relating to the Proxy Statement and (ii) any request by the SEC (or its staff) for any amendment or supplement to the Proxy Statement or for additional information with respect thereto, and shall supply the other with copies of all material correspondence between MIC, Parent or any of their respective Representatives, on the one hand, and the SEC (or its staff), on the other hand, with respect to the Proxy Statement. All filings by the Company or MIC with the SEC (or its staff), insofar as it relates responses to any comments from the SEC (or its staff) and all mailings to the stockholders of MIC primarily relating to the Merger and the other transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, shall be subject to the reasonable prior review and comment of Parent, which comments MIC shall consider in good faith. MIC agrees that all information relating to Parent or Merger Sub included in a written response or proposed amendment or supplement to the Proxy Statement shall be in form and its subsidiariescontent satisfactory to Parent, acting reasonably. Notwithstanding the foregoing, the Company and MIC will no longer be required to comply with applicable Lawthe obligations specified in the first three sentences of this Section 8.8(b) if the MIC Board has effected any Adverse Recommendation Change or shall have resolved to do so. All filings by Parent agrees promptly with the SEC in connection with the transactions contemplated hereby shall be subject to advise the Company ifreasonable prior review and comment of MIC(or, following completion of the Reorganization, the Company). (c) If at any time prior to the meeting of stockholders approval of the Company referenced herein, any Parent Information (as defined) in matters contemplated by the Proxy Statement by MIC’s stockholders at the MIC Stockholders’ Meeting any information relating to the Company, MIC, Parent or Merger Sub, or any of their respective Affiliates, directors or officers, is discovered by the Company, MIC, Parent or becomes incorrect Merger Sub, which should be set forth in an amendment or incomplete in 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 respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties (subject to Parent the comment and its subsidiariesreview procedures set forth in subparagraph (b) above) and an appropriate amendment or supplement describing such information shall be promptly filed by MIC (with the reasonable assistance of Parent) with the SEC and, to comply with the extent required by applicable Law after the mailing thereof Law, disseminated to the stockholders of MIC. (d) Following completion of the Reorganization, references to “MIC”, the “MIC Board” and the “MIC Subsidiaries” in this Section 8.8 shall be deemed to be references to “the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in”, the Proxy Statement“Company Board” and the “MIC Hawaii Companies”, respectively.

Proxy Statement. (a) Following For the consummation purposes of holding the Offer Shareholders Meeting, BFC shall draft and if required by prepare, and BCML shall cooperate in the Securities Exchange Act because preparation of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting satisfying all applicable requirements of the Company's stockholders to vote upon the adoption of this Agreement applicable state and federal securities laws, and the Merger rules and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act regulations thereunder (such proxy or information statement in the form mailed by to the Company to its stockholdersshareholders of BFC, together with any and all amendments or supplements thereto, is being herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent will furnish the Company with such information concerning Parent and BFC shall use its subsidiaries as is necessary in order best efforts to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in have the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide approved by the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy StatementNew Mexico Corporations bureau, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SECif required, as promptly as practicable, pursuant and following such approval, BFC shall thereafter promptly mail the Proxy Statement to Rule 14a-6 under BFC’s shareholders. BFC shall give BCML and its counsel the Securities Exchange Act. The Company shall provide Parent for its opportunity to review a copy of and comment on the Proxy Statement prior to each filing thereofits being filed with the New Mexico Corporations bureau, with reasonable time if required, and shall give BCML and its counsel the opportunity for such review. Parent authorizes the Company to utilize in review and comment on all amendments and supplements to the Proxy Statement the and all responses to requests for additional information concerning Parent and its subsidiaries provided replies to the Company in connection comments prior to their being filed with, or contained insent 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 StatementStatement 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 omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, BCML shall cooperate with BFC in the preparation of a supplement or amendment to such Proxy Statement that corrects such misstatement or omission, and BFC shall file an amended Proxy Statement with the New Mexico Corporations bureau, as required, and shall mail such supplement or amendment to holders of BFC Common Stock entitled to vote at the Shareholders Meeting, at the earliest practicable time.

Proxy Statement. (a) Following As promptly as reasonably practicable (but in any event within 15 Business Days) following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerAgreement Date, the Company shall prepare prepare, and file with the SEC and, when cleared by the SEC, the preliminary Proxy Statement. As promptly as reasonably practicable following the later of (i) receipt and resolution of SEC comments with respect to the Proxy Statement and (ii) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall mail file the definitive Proxy Statement and cause the definitive Proxy Statement to be mailed to the Company’s stockholders, a proxy statement . The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger to (A) comply as to form with all applicable SEC requirements and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying B) otherwise comply in all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together material respects with all Applicable Legal Requirements; provided that any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, failure to comply with applicable Lawthe foregoing with respect to the preliminary Proxy Statement that is corrected in the definitive Proxy Statement shall not be deemed to be a breach of this covenant. Parent agrees promptly Except with respect to advise the Company ifany Acquisition Proposal or as otherwise expressly provided in Section 5.3(d)-(e), at any time prior to filing the meeting of stockholders of the Company referenced hereinpreliminary proxy materials, definitive proxy materials or any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company other filing with the information needed to correct such inaccuracy SEC or omission. Parent will furnish the Company with such supplemental information as may be necessary any other Governmental Entity in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement connection with the SECTransactions, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent with the reasonable opportunity to review and comment on each such filing in advance and the Company shall consider in good faith the incorporation of any changes reasonably proposed by Parent. (b) The Company will notify Parent promptly of the receipt of any comments (written or oral) from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other official of any Governmental Entity for its review a copy of amendments or supplements to the Proxy Statement prior to each or any other filing thereofor for additional/supplemental information, and will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC, or its staff or any other official of any Governmental Entity, on the other hand, with reasonable time and opportunity for such review. Parent authorizes the Company respect to utilize in the Proxy Statement or such other filing. Except with respect to any Acquisition Proposal or as otherwise expressly provided in Section 5.3(d)-(f), the information concerning Company shall (i) consult with Parent prior to responding to any comments or inquiries by the SEC or any other Governmental Entity with respect to any filings related to the Merger, (ii) provide Parent with reasonable opportunity to review and comment on any such written response in advance and consider in good faith the incorporation of any changes reasonably proposed by Parent and its subsidiaries provided (iii) promptly inform Parent whenever any event occurs that requires the filing of an amendment or supplement to the Proxy Statement or any other filing and the Company shall provide Parent with a reasonable opportunity to review and comment on any such amendment or supplement in connection withadvance, and consider in good faith the incorporation of any changes reasonably proposed by Parent, and shall cooperate in filing with the SEC or contained inits staff or any other official of any Governmental Entity, and/or mailing to the Company’s stockholders, such amendment or supplement. Parent shall promptly inform the Company whenever Parent discovers any event relating to Parent or any of its Affiliates, officers or directors that is required to be set forth in an amendment or supplement to the Proxy Statement.

Proxy Statement. (a) Following For the consummation purpose (i) of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with holding a meeting of the Company's stockholders shareholders of NM to vote upon the adoption of this Agreement and approve the Merger and the transactions contemplated hereby and thereby (New Articles, the "COMPANY PROPOSALS")parties hereto shall cooperate in the preparation of an appropriate Proxy Statement, or an information statement, as appropriate, satisfying which shall satisfy all applicable requirements of the Securities Exchange Act and the rules and regulations thereunder (such proxy or information statement in the form mailed by the Company to its stockholdersstatement, together with any and all amendments or supplements thereto, is being herein referred to as the "PROXY STATEMENTProxy Statement"). Parent will . (b) MJK shall furnish the Company with such information concerning Parent MJK and its subsidiaries the MJK Subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent MJK, the MJK Subsidiaries and its subsidiariesMJK securities, to comply be prepared in accordance with applicable LawSection 6.4(a). Parent MJK agrees promptly to advise the Company if, NM if at any time prior to the NM shareholders' meeting of stockholders of the Company referenced herein, any Parent Information (as defined) information provided by MJK in the Proxy Statement is or becomes incorrect or incomplete in any material respect respect, and to provide the Company with NM the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order . (c) NM shall use all reasonable efforts to cause the Proxy Statement, insofar as it relates to Parent promptly prepare and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of submit the Proxy Statement with the SEC, as promptly as practicable, pursuant SEC and the NASD. NM shall use reasonable efforts to Rule 14a-6 under file the Securities Exchange Actdefinitive Proxy Statement at the earliest practicable date. The Company shall NM agrees to provide Parent for MJK and its counsel with reasonable opportunity to review a copy of and comment on the Proxy Statement prior and any amendment thereto before filing with the SEC or any other governmental entity and agrees not to each make such filing thereof, with reasonable time if MJK and opportunity for such reviewits counsel reasonably object to the completeness or accuracy of any information contained therein. Parent MJK authorizes the Company NM to utilize in the Proxy Statement the information concerning Parent MJK, the MJK Subsidiaries and its subsidiaries MJK securities provided to NM for the Company purpose of inclusion in the Proxy Statement. NM shall advise MJK promptly when the definitive Proxy Statement has been filed and shall furnish MJK with copies of all such documents. (d) NM shall bear all printing and mailing costs in connection with, or contained in, with the preparation and mailing of the Proxy Statement to NM shareholders. MJK and NM shall each bear their own legal and accounting expenses in connection with the Proxy Statement.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of this Agreement, BLAC (with the assistance and cooperation of the Offer and if required Company as reasonably requested by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company BLAC) shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a statement/prospectus (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of BLAC for the meeting of BLAC’s stockholders (the Company's stockholders “BLAC Stockholders’ Meeting”) to vote upon the be held to consider approval and adoption of (1) this Agreement and the Merger Business Combination, (2) the second amended and restated BLAC Certificate of Incorporation, (3) the Equity Plan, (4) the election of the Initial Post-Closing BLAC Directors to serve as the members of the BLAC Board as of immediately following the Effective Time and until their respective successors are duly elected or appointed and qualified, and (5) any other proposals the Parties deem necessary to effectuate the Business Combination (collectively, the “BLAC Proposals”). The Company shall furnish all information concerning the Company and the Company Subsidiaries as BLAC may reasonably request in connection with the preparation of the Proxy Statement. BLAC and the Company each shall use their reasonable best efforts to (i) cause the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement, (iii) to keep the Proxy Statement current as long as is necessary to consummate the transactions contemplated hereby hereby. Prior to the effective date of the Proxy Statement, BLAC shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of BLAC Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after the Proxy Statement has been resolved of all comments from the SEC, each of the Company and thereby BLAC shall mail the Proxy Statement to their respective stockholders. Each of BLAC and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Proxy Statement. (b) No filing of, or amendment or supplement to the "COMPANY PROPOSALS"Proxy Statement, will be made by BLAC without the approval of the Company (such approval not to be unreasonably withheld, conditioned, or delayed). BLAC will advise the Company, promptly after they receive notice thereof, of the time when the Proxy Statement has been resolved of all SEC comments or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the BLAC Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of BLAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), or an information statement, as appropriate, satisfying all requirements any response to comments of the Securities Exchange Act (such proxy SEC or information statement in its staff with respect to the form mailed by the Company to its stockholders, together with Proxy Statement and any and all amendments or supplements filed in response thereto. (c) BLAC represents that the information supplied by BLAC for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is herein referred first mailed to as the "PROXY STATEMENT"). Parent will furnish stockholders of BLAC, (ii) the Company with such information concerning Parent time of the BLAC Stockholders’ Meeting, and its subsidiaries as is (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates to Parent and its subsidiariesin light of the circumstances under which they were made, to comply with applicable Lawnot misleading. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting of stockholders Effective Time, any event or circumstance relating to BLAC or its officers or directors, should be discovered by BLAC which should be set forth in an amendment or a supplement to the Proxy Statement, BLAC shall promptly inform the Company. All documents that BLAC is responsible for filing with the SEC in connection with the Business Combination or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company referenced herein, any Parent Information (as defined) represents that the information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of BLAC, (ii) the time of the BLAC Stockholders’ Meeting, and (iii) the Effective Time, contain any untrue statement of a material fact or becomes incorrect or incomplete in fail to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, insofar the Company shall promptly inform BLAC. All documents that the Company is responsible for filing with the SEC in connection with the Business Combination or the other transactions contemplated by this Agreement will comply as it relates to Parent form and its subsidiaries, to comply substance in all material respects with the applicable Law after the mailing thereof to the stockholders requirements of the Company. The Company Securities Act and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with rules and regulations thereunder and the SEC, as promptly as practicable, pursuant to Rule 14a-6 under Exchange Act and the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time rules and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementregulations thereunder.

Proxy Statement. (a) Following As promptly as practicable after the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerClosing Date, the Company Parent shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement relating to the Parent Stockholders Meeting to be held in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement Conversion Proposal and the Merger and the transactions contemplated hereby and thereby Charter Amendment Proposal (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent shall use its reasonable best efforts to (i) cause the Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff relating to the Proxy Statement. (b) Parent covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will furnish (i) comply as to form in all material respects with the Company with such information concerning Parent requirements of applicable U.S. federal securities laws and its subsidiaries as is the DGCL, and (ii) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply all in compliance with applicable LawU.S. federal securities laws and the DGCL. Parent agrees promptly to advise If Parent, the First Step Surviving Company ifor the Surviving Company becomes aware of any event or information that, at any time prior pursuant to the meeting of stockholders of Securities Act or the Company referenced hereinExchange Act, any Parent Information (as defined) should be disclosed in the Proxy Statement is an amendment or becomes incorrect or incomplete in any material respect and supplement to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the case may be, then such party, as the case may be, shall promptly inform the other parties thereof and shall cooperate with such other parties in Parent and its subsidiariesfiling such amendment or supplement with the SEC and, to comply with applicable Law after the if appropriate, in mailing thereof such amendment or supplement to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementstockholders.

Proxy Statement. (a) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the The Company shall will as promptly as practicable prepare and file with the SEC and, when cleared by the SEC, shall mail a Proxy Statement to stockholders, a proxy statement in connection with a meeting of be sent to the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent ) and will furnish use its reasonable best efforts to have the Company Proxy Statement cleared by the SEC promptly. The Company will cause the Company Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will advise Parent promptly of the time when the Company Proxy Statement and any amendment or supplement to the Company Proxy Statement has been filed, and of any request by the SEC for amendment of the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the Company and Parent agrees to use its reasonable best efforts, after consultation with the other, to respond promptly to all such information concerning comments of and requests by the SEC. (b) Each of Parent and the Company agrees, as to itself and its subsidiaries as is Subsidiaries, that none of the information to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time or times of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to cause make the Proxy Statementstatements therein, insofar as it relates to Parent and its subsidiariesin light of the circumstances under which they were made, to comply with applicable Lawnot misleading. Parent agrees promptly to advise the Company if, If at any time prior to the meeting of stockholders date of the Company referenced hereinStockholders Meeting any information relating to Parent, the Company or any of their Affiliates, officers or directors, should be discovered by the Company or Parent Information (as defined) that should be set forth in an amendment or supplement to the Company Proxy Statement is Statement, so that such document would not include any misstatement of a material fact or becomes incorrect or incomplete in omit to state any material respect and fact required to provide be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the information needed SEC and, to correct such inaccuracy or omission. Parent will furnish the extent required by law, disseminated by the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. . (c) The Company and Parent agree will use its reasonable best efforts to cooperate in making any preliminary filings of cause the definitive Company Proxy Statement with the SEC, and all required amendments and supplements thereto to be mailed to its stockholders as promptly as practicable, pursuant to Rule 14a-6 under practicable after the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementdate hereof.

Proxy Statement. (a) Following As promptly as practicable after the consummation Closing Date (but not later than May 26, 2022 or such later date as may be unanimously agreed to by the Parent Board), Parent shall file with the SEC a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with the Parent Stockholder Matters (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Parent shall deliver to the Company a draft of the Offer Proxy Statement in form and if required substance reasonably satisfactory to the Company prior to the Closing Date. Parent shall (i) cause the Proxy Statement to comply with all applicable rules and regulations promulgated by the Securities Exchange Act because SEC and (ii) respond promptly to any comments or requests of action by the Company's stockholders SEC or its staff related to the Proxy Statement. (b) Parent covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will (i) comply as to form in all material respects with the requirements of applicable U.S. federal securities Laws and the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to consummate make the Mergerstatements made therein, in light of the circumstances under which they were made, not misleading. (c) Parent shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Company Proxy Statement, all in compliance with applicable U.S. federal securities laws and the DGCL. If Parent, First Merger Sub, Second Merger Sub or the Surviving Entity become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, as the case may be, then such Party, as the case may be, shall prepare promptly inform the other Parties thereof and file shall cooperate with such other Parties in Parent filing such amendment or supplement with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as if appropriate, satisfying all requirements of the Securities Exchange Act (in mailing such proxy amendment or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior supplement to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementstockholders.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall, and shall use its reasonable best efforts to, within 21 days after the date thereof (assuming full cooperation on the part of the Parent to supply any information required on its part), prepare and file with the SEC anda proxy statement (together with any amendments thereof or supplements thereto, when the “Proxy Statement”) relating to the Company Stockholders’ Meeting. The Company shall use its reasonable best efforts to have cleared by the SEC, shall SEC and thereafter mail to stockholdersthe Company Stockholders as promptly as practicable the Proxy Statement and all other proxy materials for the Company Stockholders’ Meeting. (b) Except to the extent expressly permitted by Section 6.6(c), a proxy statement (i) the Company Board shall recommend that the Company Stockholders vote in connection with a meeting favor of the Company's stockholders Agreement, (ii) the Proxy Statement shall include a statement that the Company Board has recommended that the Company Stockholders vote in favor of the Agreement and (iii) neither the Company Board nor any committee thereof shall effect any Change of Recommendation. (c) The Proxy Statement and any amendments or supplements to the Proxy Statement will, when filed, comply in all material respects with the applicable requirements of the Exchange Act. At the time the Proxy Statement or any amendment or supplement to the Proxy Statement is first mailed to the Company Stockholders and at the time the Company Stockholders vote upon on the adoption of this Agreement and Agreement, the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statementProxy Statement, as appropriatesupplemented or amended, satisfying all requirements if applicable, will not contain any untrue statement of the Securities Exchange Act (such proxy a material fact or information statement in the form mailed by the Company omit to its stockholders, together with state any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is material fact necessary in order to cause make the Proxy Statementstatements made therein, insofar as it relates to Parent and its subsidiariesin the light of the circumstances under which they were made, to comply with applicable Lawnot misleading. Parent agrees promptly to advise the Company ifIf, at any time prior to the meeting of stockholders date of the Company referenced hereinStockholders’ Meeting, any Parent Information (as definedevent or circumstance relating to the Company that should be set forth in an amendment or a supplement to the Proxy Statement is discovered by the Company, the Company shall reasonably promptly inform the Parent. The covenant contained in this Section 6.8(c) will not apply to statements or omissions included in the Proxy Statement is or becomes incorrect or incomplete in any material respect and based upon information furnished to provide the Company with in writing by the information needed Parent specifically for use therein. (d) The Company shall give the Parent and its counsel a reasonable opportunity to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause review and comment on the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making each time before that document (or any preliminary filings of the Proxy Statement amendment or supplement thereto) is filed with the SEC, as promptly as practicable, pursuant and reasonable and good faith consideration shall be given to Rule 14a-6 under any comments made by the Securities Exchange ActParent and its counsel. The Company shall (i) promptly provide the Parent for and its review a copy of counsel with any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement prior reasonably promptly after receipt of those comments or other communications and (ii) provide the Parent with a reasonable opportunity to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize participate in the Proxy Statement response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy StatementSEC.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of this Agreement, Issuer, with the Offer timely cooperation and if required by assistance of HPC, Scient’x and the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company Sellers shall prepare and file with the SEC anda proxy statement relating to the meeting of Issuer’s stockholders (the “Issuer Stockholders’ Meeting”) to be held to consider approval of the Issuer Transactions (such proxy statement, when as amended or supplemented, the “Proxy Statement”). The Sellers and HPC shall provide all information regarding the Sellers, HPC, Scient’x Groupe and Scient’x as may reasonably be requested by Issuer for inclusion in the Proxy Statement. The Parties shall reasonably cooperate with each other in the preparation of the Proxy Statement and to have such document cleared by the SEC, SEC as promptly as reasonably practicable after such filing. HPC and its counsel shall mail be given a reasonable opportunity to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote review and comment upon the adoption of this Agreement and Proxy Statement prior to filing with the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT")SEC. Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order Issuer shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable upon the earlier of (x) receiving notification that the SEC is not reviewing the Proxy Statement and (y) the conclusion of any SEC review of the Proxy Statement. Issuer shall promptly provide copies, insofar as it relates consult with the Sellers and HPC and prepare written responses with respect to Parent any written comments received from the SEC with respect to the Proxy Statement and its subsidiaries, advise the Sellers and HPC of any oral comments received from the SEC. Issuer shall cause the Proxy Statement to comply as to form with applicable Law. Parent agrees promptly to advise the Company ifrules and regulations promulgated by the SEC under the Exchange Act. (b) If, at any time prior to the meeting Issuer Stockholders’ Meeting, any event or circumstance relating to any Party, or any of its respective Affiliates, shareholders, officers or directors should be discovered by any Party, which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, such Party shall promptly inform the other Parties. As promptly as practicable after discovering such event or circumstance or being so informed, Issuer, with the timely cooperation and assistance of the Sellers, HPC and Scient’x, shall prepare and file with the SEC an amendment or supplement to the Proxy Statement containing a description of such event or circumstance and disseminate such amendment or supplement to the Proxy Statement to the stockholders of Issuer. Prior to the Company referenced hereinoccurrence of any Adverse Recommendation Change, any Parent Information HPC and its counsel shall be given a reasonable opportunity to review and comment upon such amendment or supplement prior to filing with the SEC. (as definedc) Issuer covenants that the information supplied by Issuer for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Issuer, (ii) the time of the Issuer Stockholders’ Meeting and (iii) the Closing, contain any untrue statement of a material fact or becomes incorrect or incomplete in fail to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that Issuer is responsible for filing with the SEC in connection with the Issuer Stockholders’ Meeting, the Issuer Transactions or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Each of the Sellers and HPC covenants that the information supplied by such Person for inclusion in the Proxy StatementStatement shall not, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after at (i) the mailing time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Issuer, (ii) the Company. The Company and Parent agree to cooperate in making any preliminary filings time of the Proxy Statement with Issuer Stockholders’ Meeting and (iii) the SECClosing, as promptly as practicablecontain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy in light of the Proxy Statement prior to each filing thereofcircumstances under which they were made, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementnot misleading.

Proxy Statement. (a) Following As promptly as practicable after the consummation of the Offer date hereof, SECURITY will cooperate with RELIASTAR in drafting and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall prepare and will file with the SEC andunder the 1934 Act, when and will use all reasonable efforts to have cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply ") with applicable Law. Parent agrees promptly to advise the Company if, at any time prior respect to the meeting of stockholders of SECURITY referred to in Section 3.3, and SECURITY will cooperate with RELIASTAR in drafting the Company referenced herein, any Parent Information Registration Statement (as defined) in of which the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omissiona part). Parent will furnish the Company with such supplemental information as may be necessary in order to cause the The Proxy Statement, insofar Statement (as it relates to Parent SECURITY) will comply as to form in all material respects with the requirements of the 1934 Act and its subsidiariesthe rules and regulations of the SEC, and the Registration Statement (with respect to information concerning SECURITY or the SECURITY Subsidiaries furnished by or on behalf of SECURITY to RELIASTAR specifically for 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 a material fact required to be stated therein or necessary to make the statements made therein not misleading. Subject to the provisions of Section 3.4, the Proxy Statement will contain the recommendation of the SECURITY Board that the stockholders of 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 after law. SECURITY will promptly furnish to RELIASTAR a true and complete copy of each written communication of SECURITY with the mailing thereof SEC with respect to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as and will promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy advise RELIASTAR of the Proxy Statement prior to substance of each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementoral communication.

Proxy Statement. a. As promptly as reasonably practicable after the date of this Agreement and, in any event prior to the date which is 120 days after the date of this Agreement (a) Following or such later date as the consummation Purchaser and the Investor Sellers may agree, in each case acting reasonably), the Purchaser shall, with the assistance of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerInvestor Sellers, the Company shall prepare and file with the SEC and, when cleared a Proxy Statement in a preliminary form relating to the Purchaser Meeting. The Purchaser shall use its reasonable best endeavours to ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act and to promptly respond to any comments of the SEC or its staff. The Purchaser shall use its reasonable best endeavours to: (i) cause the Proxy Statement to be mailed to the Purchaser’s Shareholders as promptly as practicable after the earlier of: (A) in the event that the Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (B) in the event the Proxy Statement is reviewed by the SEC, the receipt of oral or written notification of completion of review by the SEC (the “Proxy Effectiveness”); and (ii) ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Purchaser Organisational Documents. The Purchaser shall mail also take any other action reasonably required to stockholdersbe taken under the Securities Act, a proxy statement the Exchange Act, any applicable foreign or state securities or “blue sky” laws, and the rules and regulations thereunder in connection with the issuance of Consideration Shares to the Sellers in connection with the Transaction (it being understood that the Consideration Shares when issued will constitute “restricted securities” under Rule 144 promulgated under the Securities Act). b. The Investor Sellers acknowledge that a meeting substantial portion of the Company's stockholders to vote upon Proxy Statement will include disclosure regarding the adoption of this Agreement Company and its subsidiary undertakings and their respective officers, directors and shareholders, and the Merger Company’s business, management, operations and financial condition. Accordingly, the Investor Sellers shall cooperate on a reasonable basis with the Purchaser in the preparation of the Proxy Statement and the transactions contemplated hereby Sellers shall, upon request in writing from the Purchaser, promptly procure that the Purchaser is provided with all information concerning the Company, its subsidiary undertakings and thereby (their respective directors, officers, shareholders, employees, assets, liabilities, condition, business and operations and such other matters as may be reasonably necessary or advisable in connection with the "COMPANY PROPOSALS")Proxy Statement or any other statement, filing, notice or application made by or on behalf of the Purchaser to any Governmental Entity or NASDAQ in connection with the Purchaser Shareholder Approval or issuance of the Consideration Shares, or an information statementany supplement or amendment thereto. c. The Purchaser shall promptly provide the Investor Sellers and the Sellers’ Solicitors with any comments or other communications, as appropriatewhether written or oral, satisfying all requirements that the Purchaser, or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments. Prior to the filing of the Securities Exchange Act Proxy Statement with the SEC (such proxy including in each case any amendment or information statement in supplement thereto) or the form mailed by dissemination thereof to the Company Purchaser’s Shareholders, or responding to its stockholders, together any comments of the SEC with any and all amendments or supplements thereto, is herein referred respect to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates the Purchaser shall provide the Investor Sellers and the Sellers’ Solicitors a reasonable opportunity to Parent review and its subsidiariescomment on such Proxy Statement or response (including the proposed final version thereof), and the Purchaser shall give reasonable and good faith consideration to comply with applicable Law. Parent agrees promptly to advise any comments made by the Company if, Investor Sellers or the Sellers’ Solicitors. d. If at any time prior to the meeting of stockholders of the Company referenced hereinPurchaser Meeting, any Parent Information (as defined) information relating to the Purchaser, the Company, any other Group Company, or any of their respective directors, officers or shareholders, should be discovered by the Purchaser or the Sellers that should be set forth in an amendment or supplement to the Proxy Statement is so that such documents would not include any misstatement of a material fact or becomes incorrect or incomplete in omit to state any material respect fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the Investor Sellers (if such Party is the Purchaser) or the Purchaser (if such Party is a Seller) and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC by the Purchaser and disseminated to the Purchaser’s Shareholders, in each case as and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementextent required by Law.

Proxy Statement. (a) Following the consummation of the Offer The Trust has prepared and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall prepare and file filed with the --------------- SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement to solicit proxies in connection with a the meeting of the Company's stockholders shareholders of the Trust referred to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby in Section 7.2 (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements form of the Securities Exchange Act (definitive ----------- such proxy or information statement in the form mailed by the Company to its stockholdersstatement, together with any and all amendments thereof or supplements thereto, mailed to the shareholders of the Trust in connection with such meeting is herein referred to as the "PROXY STATEMENTProxy Statement"). Parent A true and complete copy of the Proxy Statement (and all exhibits thereto) filed with the SEC has been and to the extent amended will furnish be delivered to Starwood Mezzanine and SOFI IV promptly when available. The Trust will cause the Company Proxy Statement to comply as to form in all material respects with such information concerning Parent the applicable requirements of the Exchange Act and its subsidiaries as is necessary in order to the respective rules and regulations thereunder and will cause the Proxy Statement, insofar as it relates at the time of its mailing or delivery to Parent the shareholders of the Trust and its subsidiariesat the time of the meeting referred to above, to comply not include 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 therein not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Trust in reliance upon and in conformity with applicable Lawinformation concerning Starwood Mezzanine, SOFI IV and their partners or representatives or the Interests for inclusion in the Proxy Statement. Parent agrees promptly to advise Each of Starwood Mezzanine and SOFI IV shall, and shall cause their representatives to, furnish the Company ifTrust all information concerning themselves and their partners and the Interests reasonably required for use in the Proxy Statement. If, at any time prior to the meeting of stockholders of the Company referenced hereinClosing Date, any Parent Information (as defined) event should occur which is required to be described in the Proxy Statement is an amendment of, or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause a supplement to, the Proxy Statement, insofar the Trust will cause such event to be so described, and such amendment shall be promptly filed with the SEC and, as it relates required by law, disseminated to Parent any shareholders of the Trust. Starwood Mezzanine and its subsidiariesSOFI IV and their partners will cooperate fully in connection with such amendment or supplement, including supplying any and all information with respect to comply with applicable Law after Starwood Mezzanine, SOFI IV, and their partners and the mailing thereof Interests which is necessary to prepare any such amendment or supplement. The Proxy Statement includes many proposals for shareholder approval in addition to the stockholders of the Companytransaction contemplated hereby. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided Subject to the Company in connection with, or contained inlast sentence of Section 7.2, the Proxy StatementTrust shall not amend or delete any of ----------- proposals relating to the transactions contemplated hereby without the approval of both Starwood Mezzanine and SOFI IV, it being understood that shareholder approval of all such proposals (without any amendments thereto objectionable to Starwood Mezzanine or SOFI IV, notwithstanding the last sentence of Section 7.2) ----------- shall be a condition to the obligation of Starwood Mezzanine and SOFI IV to close the transactions contemplated hereby.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of this Agreement, subject to the terms of this Section 7.01, Novus (with the assistance and cooperation of the Offer and if required Company as reasonably requested by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company Novus) shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a (as amended or supplemented, the “Proxy Statement”) to be sent to the stockholders of Novus relating to the meeting of Novus’s stockholders (including any adjournment or postponement thereof, the Company's stockholders “Novus Stockholders’ Meeting”) to vote upon the be held to consider (i) approval and adoption of this Agreement and the Merger, (ii) approval of the issuance of Novus Class A Common Stock as contemplated by this Agreement and the Subscription Agreements, (ii) the second amended and restated Novus Certificate of Incorporation as set forth on Exhibit E and (iii) any other proposals the parties deem necessary to effectuate the Merger (collectively, the “Novus Proposals”). Novus shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Novus Class A Common Stock (A) to be issued to the stockholders of the Company pursuant to this Agreement and (B) held by the stockholders of Novus immediately prior to the Effective Time. Novus and the Company shall each pay one half of all registration and filing fees and expenses due in connection with the Registration Statement. The Company shall furnish all information concerning the Company as Novus may reasonably request in connection with such actions and the preparation of the Proxy Statement and Registration Statement. Novus and the Company each shall use their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (iii) to be declared effective under the Securities Act as promptly as practicable and (iv) to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby and thereby (hereby. Prior to the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements effective date of the Securities Exchange Act (such proxy Registration Statement, Novus shall use commercially reasonable efforts to take any action required under any applicable federal or information statement state securities laws in connection with the form mailed by issuance of shares of Novus Class A Common Stock, in each case to be issued or issuable to the stockholders of the Company pursuant to this Agreement. As promptly as practicable after finalization of the Proxy Statement, Novus shall mail the Registration Statement on Form S-4 and the Proxy Statement to its stockholders, together with any . Each of Novus and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such information concerning Parent actions and its subsidiaries as is necessary in order the preparation of the Registration Statement and the Proxy Statement. Novus and the Company each shall use their reasonable best efforts to (x) cause the Proxy Statement, insofar as it relates to Parent and its subsidiarieswhen filed with the SEC, to comply in all material respects with all legal requirements applicable Lawthereto and (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement. Parent agrees As promptly as practicable following the clearance of the Proxy Statement by the SEC, Novus shall mail the Proxy Statement to its stockholders. Each of Novus and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Proxy Statement. (b) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Novus or the Company without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Novus and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Novus Common Stock to be issued or issuable to the stockholders of the Company ifin connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Novus and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto. (c) Novus represents that the information supplied by Novus for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Novus, (iii) the time of the Novus Stockholders' Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the meeting of stockholders Effective Time, any event or circumstance relating to Novus or Merger Sub, or their respective officers or directors, should be discovered by Novus which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Novus shall promptly inform the Company. All documents that Novus is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company referenced herein, any Parent Information (as defined) represents that the information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or becomes incorrect any amendment thereof or incomplete in supplement thereto) is first mailed to the stockholders of Novus, (iii) the time of Novus’ Stockholders’ Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Group Member, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, insofar the Company shall promptly inform Novus. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as it relates to Parent form and its subsidiaries, to comply substance in all material respects with the applicable Law after the mailing thereof to the stockholders requirements of the Company. The Company Securities Act and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with rules and regulations thereunder and the SEC, as promptly as practicable, pursuant to Rule 14a-6 under Exchange Act and the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time rules and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statementregulations thereunder.

Proxy Statement. (a) Following As promptly as reasonably practicable after the consummation date of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall Parent will prepare and file with the SEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act with respect to the Transactions and, when cleared to the extent required, the Designated Directors (the “Proxy Statement”) in preliminary form. Parent shall as promptly as reasonably practicable notify the Company of the receipt of any oral or written comments from the SEC relating to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. Parent shall use reasonable best efforts to cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger Parties will provide each other with copies of all such filings made and correspondence with the transactions contemplated hereby and thereby (SEC. Except in the "COMPANY PROPOSALS"case of a Change in Recommendation pursuant to Section 7.07(d), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement Parent Board Recommendation shall be included in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT")Proxy Statement. Parent will furnish use its reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Parent will cause the Proxy Statement to be transmitted to the Parent Stockholders as promptly as reasonably practicable. (b) The Company acknowledges that a substantial portion of the Proxy Statement shall include disclosure regarding the Company and its Subsidiaries. Accordingly, the Company will, as promptly as reasonably practicable after the date of this Agreement, use its reasonable best efforts to provide Parent with such all information concerning Parent the operations and business of the Company and its subsidiaries as is necessary Subsidiaries and their respective management and operations and financial condition, in order each case, required or reasonably requested by Parent to cause be included in the Proxy Statement, insofar as it relates including (i) the required financial statements of the Company and its Subsidiaries prepared in accordance with SEC Guidance, including the requirements of Regulation S-X and a related consent from the Company’s independent public accountants, (ii) required selected financial data of the Company and its Subsidiaries required by Item 301 of Regulation S-K, and (iii) required management’s discussion & analysis for the periods required under applicable SEC Guidance. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to cooperate with Parent in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with SEC Guidance, including the requirements of Regulation S-X. The Company shall use reasonable best efforts to make the managers, directors, officers and employees of the Company and its Subsidiaries available to Parent and its subsidiariescounsel (and other Representatives engaged in connection with the preparation of the Proxy Statement) in connection with the drafting of the Proxy Statement, as reasonably requested by Parent, and responding in a timely manner to comply comments on the Proxy Statement and such other filings from the SEC. (c) Parent will take, in accordance with applicable Law, NASDAQ rules and the Organizational Documents of Parent, all action necessary to call, hold and convene an extraordinary general meeting of Parent (including any permitted adjournment) (the “Parent Special Meeting”) to consider and vote upon the Parent Stockholder Proposals as promptly as practicable after the filing of the Proxy Statement in definitive form with the SEC. Once the Parent agrees promptly Special Meeting to advise consider and vote upon the Parent Stockholder Proposals has been called and noticed, except as required by Law, Parent will not postpone or adjourn the Parent Special Meeting without the consent of the Company if(which consent will not be unreasonably withheld, conditioned or delayed) other than (i) for the absence of a quorum, or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that Parent has determined in good faith, after consultation with its outside legal advisors, is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated to and reviewed by the Parent Stockholders prior to the Parent Special Meeting, or (iii) an adjournment or postponement to solicit additional proxies from the Parent Stockholders to the extent Parent has determined in good faith that such adjournment or postponement is reasonably necessary to obtain the approval of the Parent Stockholder Proposals, provided that, in the case of an postponement or adjournment in accordance with clause (i), (ii) or (iii), above, such postponement or adjournment (A) may be no more than ten (10) Business Days from the original date of the Parent Special Meeting and (B) for the avoidance of doubt shall not require the consent of the Company. Subject to Section 7.07(d), following delivery of the Proxy Statement to the Parent Stockholders, Parent will use reasonable best efforts to solicit approval of the Parent Stockholders Proposals by the Parent Stockholders. (d) Subject to this Section 7.07(d), the Parent Board will recommend that the Parent Stockholders approve the Parent Stockholder Proposals (the “Parent Board Recommendation”). Notwithstanding the foregoing, at any time prior to the meeting of stockholders obtaining approval of the Company referenced hereinParent Stockholder Proposals, the Parent Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Parent Board Recommendation (any such action a “Change in Recommendation”) if the Parent Information (as defined) Board shall have concluded in the Proxy Statement good faith, after consultation with its outside legal advisors and financial advisors, that a Change in Recommendation is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omissionrequired under applicable Law. Parent will furnish agrees that, unless the Company Agreement is terminated in accordance with such supplemental information as may its terms, its obligation to establish a record date for, duly call, give notice of, convene and hold the Parent Special Meeting for the purpose of voting on the Parent Stockholder Proposals shall not be necessary affected by any Change in order Recommendation, and Parent agrees to cause establish a record date for, duly call, give notice of, convene and hold the Parent Special Meeting and submit for the approval of the Parent Stockholders the matters contemplated by the Proxy Statement, insofar as it relates regardless of whether or not there shall be any Change in Recommendation. (e) If at any time prior to the Closing Date, any event, circumstance or information relating to Parent and or the Company, the Company or its subsidiariesSubsidiaries or any of their respective Affiliates, to comply with applicable Law after officers or directors or other Representatives should be discovered by Parent or the mailing thereof Company, as applicable, that in the reasonable judgment of Parent should be set forth in an amendment or supplement to the stockholders Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Company. The Company circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties, and an appropriate amendment or supplement describing such information shall be filed as promptly as reasonably practicable with the SEC by Parent agree and disseminated to cooperate in making any preliminary filings the holders of the Proxy Statement Parent Common Stock; provided that no information received by Parent pursuant to this Section 7.07(e) shall be deemed to change, supplement or amend the Company Disclosure Letter. (f) Subject to this Section 7.07, Parent shall use reasonable best efforts to complete the Offer as promptly as practicable and shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement. Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, as promptly as practicable, pursuant to Rule 14a-6 under NASDAQ or the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided respective staff thereof that is applicable to the Company Offer. Nothing in connection withthis Section 7.07(f) shall (i) impose any obligation on Parent to extend the Offer beyond the Outside Date, or contained in(ii) be deemed to impair, limit or otherwise restrict in any manner the Proxy Statementright of Parent to terminate this Agreement in accordance its terms.

Proxy Statement. (a) Following If the consummation of the Offer and if Seller's Stockholder Approval is required by the Securities Exchange Act because Rhode Island Division of action by Public Utilities and Carriers, as soon as reasonably practicable following the Company's stockholders necessary in order to consummate the Mergerdate of this Agreement, the Company Seller shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby preliminary form (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred the “Proxy Statement”) in connection with obtaining the Seller's Stockholder Approval. Each of Seller and Buyer shall use their respective commercially reasonable efforts to as the "PROXY STATEMENT"). Parent will furnish the Company information required to be included by the SEC in the Proxy Statement. After consultation with such Buyer, Seller shall respond promptly to any comments made by the SEC with respect to the Proxy Statement and cause a definitive Proxy Statement to be mailed to its stockholders as promptly as practicable following the date of this Agreement, and the parties shall respond promptly to any comments with respect to any other statement or schedule filed by them. No filing of, or amendment or supplement to, the Proxy Statement or any other statement or schedule will be made by Seller without providing Buyer a reasonable opportunity to review and comment on the portions thereof pertaining to the transactions contemplated by this Agreement. If at any time after the date the Proxy Statement is mailed to Seller's stockholders and prior to the Seller Meeting any information concerning Parent and its subsidiaries as relating to Seller, Buyer or any of their respective affiliates, officers or directors, should be discovered by Seller or Buyer which is necessary required to be set forth in order an amendment or supplement to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in so that the Proxy Statement is will not include any untrue statement of a material fact or becomes incorrect or incomplete in omit to state any material respect fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and to provide the Company an appropriate amendment or supplement describing such information shall be promptly filed with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiariesSEC and, to comply with applicable Law after the mailing thereof extent required by law, rule or regulation, disseminated to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy StatementSeller.

Proxy Statement. (a) Following Within thirty (30) days following receipt by Purchaser of all the consummation of the Offer financial statements required to be delivered pursuant to Section 4.14 and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order subject to consummate the MergerSection 4.2(e), the Company Purchaser shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement relating to the Purchaser Stockholders’ Meeting to be held in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby Purchaser Stockholder Matters (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENT"“Proxy Statement”). Parent Purchaser shall use its reasonable best efforts to (i) cause the Proxy Statement to comply with applicable rules and regulations promulgated by the SEC and (ii) respond promptly to any comments or requests of the SEC or its staff related to the Proxy Statement. Purchaser shall not file the Proxy Statement, or any amendment or supplement thereto, or respond to SEC comments or requests, without providing Seller a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by Purchaser). (b) Purchaser covenants and agrees that the Proxy Statement (and the letters to stockholders, notice of meeting and form of proxy included therewith) will furnish (i) comply as to form in all material respects with the Company with such information concerning Parent requirements of applicable U.S. federal securities Laws and its subsidiaries as is the DGCL, and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (c) Purchaser shall notify Seller promptly (and in any case no later than twenty-four (24) hours) of the receipt of any comments from the SEC or its staff, and of any written or oral request by the SEC or its staff for amendments or supplements, to the Proxy Statement or for additional information, and will supply Seller with copies of all written correspondence and summaries of all oral correspondence between Purchaser or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. (d) Purchaser shall use reasonable best efforts to cause the Proxy Statement to be mailed to Purchaser’s stockholders as promptly as practicable after the Proxy Statement has been filed with the SEC and either (i) the SEC has indicated that it does not intend to review the Proxy Statement or that its review of the Proxy Statement has been completed or (ii) at least ten (10) days shall have passed since the Proxy Statement was filed with the SEC without receiving any correspondence from the SEC commenting upon, or indicating that it intends to review, the Proxy Statement, insofar all in compliance with applicable U.S. federal securities laws and the DGCL. If Purchaser or Seller (A) becomes aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Proxy Statement, (B) receives notice of any SEC request for an amendment or supplement to the Proxy Statement or for additional information related thereto, or (C) receives SEC comments on the Proxy Statement, as it relates the case may be, then such Party, as the case may be, shall promptly inform the other Party thereof and shall cooperate and consult with such other Party in Purchaser filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent the Purchaser stockholders. (e) The Parties shall reasonably cooperate and consult with each other and provide, and shall use reasonable best efforts to cause their respective Representatives to provide, the other Party and its subsidiariesRepresentatives, to comply with applicable Law. Parent agrees promptly to advise all true, correct and complete information regarding such Party or the Company if, at any time prior that is required by Law to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) be included in the Proxy Statement is or becomes incorrect or incomplete reasonably requested by the other Party to be included in the Proxy Statement. If at any material respect and to provide the Company with time the information needed provided in Proxy Statement has or will become “stale” and new information should, as determined by Purchaser acting reasonably, be disclosed in an amendment or supplement to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates then Purchaser shall promptly inform Seller thereof and each such Party shall cooperate and consult with one another, and shall use reasonable best efforts to Parent cause their accounting and its subsidiariesother outside professionals to so cooperate and consult, to comply with applicable Law after (i) in providing the mailing thereof to the stockholders of the Company. The Company financial reporting necessary for such filing and Parent agree to cooperate (ii) in making any preliminary filings of the Proxy Statement filing such amendment or supplement with the SECSEC (and, as promptly as practicable, pursuant if related to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement, mailing such amendment or supplement to the Purchaser stockholders).

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of this Agreement, the Offer Parent and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall jointly prepare and file with the SEC and, when cleared by a single document that will constitute (i) the SEC, shall mail to stockholders, a proxy statement in connection with a of the Company relating to the special meeting of the Company's stockholders (the "Company Stockholders Meeting") to vote upon the be held to consider approval and adoption of ---------------------------- this 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 in connection with the Merger and the transactions contemplated hereby and thereby (prospectus included in the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act Registration Statement (such proxy or information statement in the form mailed by the Company to its stockholderssingle document, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENTProxy ----- Statement"). Substantially contemporaneously with the filing of the Proxy --------- Statement with the SEC, copies of the Proxy Statement shall be provided to the Nasdaq National Market. The Parent will furnish and the Company with such information concerning Parent and its subsidiaries as is necessary in order each shall use commercially reasonable efforts to cause the Proxy StatementRegistration Statement to become effective as promptly as practicable, insofar as it relates to Parent and its subsidiariesand, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders 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. 39 The Parent or the Company, as the case may be, shall furnish all information concerning the Parent or the Company referenced hereinas 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, any Parent Information (as defined) the proxy statement and prospectus included in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide (collectively, the Company with the information needed to correct such inaccuracy or omission. Parent "Proxy Materials") will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof 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 requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq National Market principal securities exchanges and quotation services on which the common stock, (iv) the DGCL and (v) any other applicable law. (b) The Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company to the stockholders of the Company that they vote in favor of the adoption of this Agreement and the Merger; provided, however, that 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 good faith (after consultation with the Company's counsel) that failure to so withdraw, modify or change its recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Laws. In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company Financial Advisor referred to in Section 3.19. (c) No amendment or supplement to the Proxy Statement will be made without the approval of each of the Parent agree to cooperate and the Company, which approval shall not be unreasonably withheld or delayed. Each of the Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Common Stock issuable in making connection with the Merger for offering or sale in any preliminary filings jurisdiction, or of any request by the SEC or the Nasdaq National Market for amendment of the Proxy Statement with or comments thereon and responses thereto or requests by the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. SEC for additional information. (d) The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes information supplied by the Company to utilize for inclusion in the Proxy Statement shall not, at (i) the information concerning Parent time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) is first mailed to the stockholders of Company, (iii) the time of the Company Stockholders Meeting, and its subsidiaries provided (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company in connection withor any Company Subsidiary, or contained intheir respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform the Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by the Parent for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders the Company, (iii) the time of the Company Stockholders Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by the Parent that should be set forth in an amendment or a supplement to the Proxy Statement, the Parent shall promptly inform the Company. All documents that the Parent is responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act.

Proxy Statement. (a) Following As promptly as practicable after the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the MergerExecution Date, the Company ADMA shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a preliminary proxy statement relating to the ADMA Stockholders’ Meeting (together with the notice of meeting and any amendments thereof or supplements thereto and including exhibits thereto, the “Proxy Statement”). Seller shall furnish all information as ADMA may reasonably request in connection with a meeting the preparation and filing of the Company's stockholders Proxy Statement and any updates to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statementsuch information, as appropriate. As promptly as practicable after (x) ADMA receives notice from the SEC that the SEC will furnish no comments on the Proxy Statement, satisfying all requirements or (y) the clearance of the Securities Exchange Act Proxy Statement by the SEC (if the SEC furnishes comments to the Proxy Statement to ADMA), ADMA shall file a definitive Proxy Statement with the SEC and mail the Proxy Statement to its stockholders and furnish to Seller. Subject to Section 6.8, the Proxy Statement shall include the ADMA Recommendation. ADMA will use commercially reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement. ADMA will notify Seller promptly upon receipt of any request by the SEC for amendment of the Proxy Statement, comments thereon or requests by the SEC for additional information. Before responding to any such proxy comments or requests, ADMA shall provide Seller with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings and shall include in such drafts, correspondence and filings all comments reasonably proposed by Seller. Each of ADMA and Seller agrees promptly to correct any information statement provided by it for inclusion or incorporation by reference in the form mailed by Proxy Statement if and to the Company extent that it shall have become (or shall have become known to its stockholders, together with be) false or misleading in any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT")material respect. Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order ADMA further agrees to cause the Proxy Statement, insofar as it relates to Parent and its subsidiariesso corrected, to comply be filed promptly with the SEC and mailed to its stockholders, in each case, as and to the extent required by applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (a) Following the consummation In connection with its 2018 annual meeting of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerstockholders, the Company shall prepare and file with the SEC andCommission a definitive proxy statement (the “Proxy Statement”). (b) The Proxy Statement shall include a proposal to permit the Preferred Stock to become convertible into shares of Common Stock as set forth in, and to the extent permitted by the Certificate of Designation, and the issuance of the Underlying Shares upon such conversion, which issuance of shares, when cleared by aggregated with the SECCommon Stock, shall mail to stockholders, a proxy statement in connection with a meeting may exceed 20% of the Company's stockholders outstanding Common Stock prior to vote upon the adoption date of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"“Proposal”), or an information statement, as appropriate, satisfying all requirements . The Proxy Statement shall include the recommendation of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company Board to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as stockholders that they vote in favor of adoption of the "PROXY STATEMENT"). Parent will furnish the foregoing proposal. (c) The Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior shall give counsel to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in Purchasers a reasonable opportunity to review and comment on the Proxy Statement each time before that document (or any amendment or supplement thereto) is or becomes incorrect or incomplete in any material respect and to provide the Company filed with the information needed Commission, and reasonable and good faith consideration shall be given to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Actcomments made by counsel. The Company shall (i) promptly provide Parent for such counsel with any comments or other communications, whether written or oral, that the Company may receive from the Commission or its review a copy of staff with respect to the Proxy Statement prior promptly after receipt of those comments or other communications and (ii) provide such counsel with a reasonable opportunity to each filing thereofparticipate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with reasonable time and opportunity for such reviewthe Commission. Parent authorizes Thereafter, the Company shall promptly respond to utilize such comments and file any amendments thereto. (d) If the stockholders do not approve such Proposal at the 2018 annual meeting of stockholders, then in connection with each subsequent annual meeting of stockholders until the Proxy Statement Proposal is approved by the information concerning Parent and its subsidiaries provided to Company’s stockholders, the Company shall prepare and file with the Commission a definitive proxy statement which includes the Proposal, and give Purchasers’ counsel opportunity to review and comment on such definitive proxy statement as set forth in connection with, or contained in, the Proxy Statementsubsection (c) above.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a or information statement, as appropriate, of the Company relating to the meeting of the Company's stockholders (the "Company Stockholders Meeting") to vote upon the be held to consider adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENTProxy Statement"). Parent will furnish 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 with such information concerning Parent and its subsidiaries as is necessary in order to shall cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, Statement to comply with applicable Law. Parent agrees promptly as to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) form and substance in the Proxy Statement is or becomes incorrect or incomplete in any all material respect and to provide the Company respects with the information needed to correct such inaccuracy or omissionapplicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of NASDAQ and (iv) the DGCL. Parent will furnish Substantially contemporaneously with the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings filing of the Proxy Statement with the SEC, copies of the 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 shall include the Proxy Statement as the prospectus. The Company shall use its reasonable best efforts to have the Registration Statement, if any, declared effective by the SEC as promptly as practicable. As promptly as practicable after the Registration Statement, pursuant 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 (collectively, the "Proxy Materials") will be mailed to Rule 14a-6 the stockholders of the Company; provided, however, that the Proxy Statement shall not be distributed, and no amendment or supplement thereto shall be made by the Company, without the prior consent of Buyers and their counsel. (b) The Proxy Statement shall include the unanimous and unconditional recommendation of the Board of Directors of the Company to the stockholders of the Company that they vote in favor of the adoption of this Agreement; provided, however, that the Board of Directors of the Company may, at any time prior to the Closing Date, to the extent permitted by Section 5.8, withdraw, modify or change any such recommendation if the Board of Directors of the Company determines in good faith that failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable Laws after receipt of advice to such effect from independent legal counsel (who may be the Securities Exchange ActCompany's regularly engaged independent legal counsel). (c) No amendment or supplement to the Proxy Statement will be made without the approval of Buyers and the Company, which approval shall not be unreasonably withheld or delayed. The Each of Buyers and the Company shall provide Parent will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement, if any, has become effective or any supplement or amendment has been filed, of the issuance of any stop order or of any request by the SEC or NASDAQ for its review a copy amendment of the Proxy Statement prior to each filing thereof, with reasonable time or comments thereon and opportunity responses thereto or requests by the SEC for such review. Parent authorizes additional information. (d) The information supplied by the Company to utilize for inclusion in the Proxy Statement shall not, at (i) the information concerning Parent time the Registration Statement, if any, is declared effective, (ii) the time the Proxy Materials (or any amendment thereof or supplement thereto) are first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders Meeting, and its subsidiaries provided (iv) the Effective Time, contain any untrue statement of a material fact or fails to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company in connection withor any Company Subsidiary, or contained intheir respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Buyers. (e) The information supplied by Buyers for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement, if any, is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of the Company, (iii) the time of the Company Stockholders Meeting and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Buyers or Merger Sub, or their respective officers or directors, should be discovered by Buyers that should be set forth in an amendment or a supplement to the Proxy Statement, Buyers shall promptly inform the Company.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of this Agreement, the Offer Parent and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company shall jointly prepare and file with the SEC and, when cleared by a single document that will constitute (i) the SEC, shall mail to stockholders, a proxy statement in connection with a of the Company relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to vote upon the be held to consider approval and adoption of this 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 in connection with the Merger and the transactions contemplated hereby and thereby (prospectus included in the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act Registration Statement (such proxy or information statement in the form mailed by the Company to its stockholderssingle document, together with any and all amendments thereof or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Substantially contemporaneously with the filing of the Proxy Statement with the SEC, copies of the Proxy Statement shall be provided to the Nasdaq National Market. The Parent will furnish and the Company with such information concerning Parent and its subsidiaries as is necessary in order each shall use commercially reasonable efforts to cause the Proxy StatementRegistration Statement to become effective as promptly as practicable, insofar as it relates to Parent and its subsidiariesand, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders 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 referenced hereinas 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, any Parent Information (as defined) the proxy statement and prospectus included in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide (collectively, the Company with the information needed to correct such inaccuracy or omission. Parent "PROXY MATERIALS") will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof 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 requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq National Market principal securities exchanges and quotation services on which the common stock, (iv) the DGCL and (v) any other applicable Law. (b) Subject to Section 5.7(e), the Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company to the stockholders of the Company that they vote in favor of the adoption of this Agreement and the Merger. In addition, the Proxy Statement and the Proxy Materials will include a copy of the written opinion of the Company Financial Advisor referred to in Section 3.20. (c) No amendment or supplement to the Proxy Statement will be made without the approval of each of the Parent agree to cooperate and the Company, which approval shall not be unreasonably withheld or delayed. Each of the Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Common Stock issuable in making connection with the Merger for offering or sale in any preliminary filings jurisdiction, or of any request by the SEC or the Nasdaq National Market for amendment of the Proxy Statement with or comments thereon and responses thereto or requests by the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. SEC for additional information. (d) The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes information supplied by the Company to utilize for inclusion in the Proxy Statement shall not, at (i) the information concerning Parent time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders of Company, (iii) the time of the Company Stockholders Meeting, and its subsidiaries provided (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company in connection withor any Company Subsidiary, or contained intheir respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform the Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by the Parent for inclusion in the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Materials (or any amendment of or supplement to the Proxy Materials) are first mailed to the stockholders the Company, (iii) the time of the Company Stockholders Meeting, and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by the Parent that should be set forth in an amendment or a supplement to the Proxy Statement, the Parent shall promptly inform the Company. All documents that the Parent is responsible for filing in connection with the transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the DGCL, the Securities Act and the Exchange Act.

Proxy Statement. (a) Following As promptly as practicable after the consummation execution of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Mergerthis Agreement, the Company shall prepare prepare, and file with the SEC and, when cleared by the SEC, shall mail preliminary proxy materials relating to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon Company Stockholder Approval; provided that the adoption parties acknowledge that the parties’ goal is that the Company file the Proxy Statement within 15 days after execution of this Agreement and that if the Merger and Company does not file the transactions contemplated hereby and thereby (Proxy Statement within such period, the "COMPANY PROPOSALS")Company’s senior executives shall discuss the reasons for the failure to meet such goals with Parent’s duly appointed representatives. Parent shall provide promptly to the Company such information concerning Parent as, in the reasonable judgment of Parent or its counsel, may be required or appropriate for inclusion in the Proxy Statement, or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto. At the earliest practicable time following the later of (i) receipt and resolution of SEC comments thereon, is herein referred to as or (ii) the "PROXY STATEMENT"). Parent will furnish expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall file definitive proxy materials with the SEC and cause the Proxy Statement to be mailed to its stockholders. The Company will cause the Proxy Statement to comply with all applicable Legal Requirements. Prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity, the Company shall provide Parent (which term shall in all instances in this Section 5.1 also include Parent’s counsel) with reasonable opportunity to review and comment on each such information concerning filing in advance and the Company shall in good faith consider including in such filings all comments reasonably proposed by Parent; provided that Parent shall have provided to the Company its comments as promptly as practicable after the Proxy Statement has been transmitted to Parent for its review. (b) The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff (or of notice of the SEC’s intent to review the Proxy Statement) and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional/supplemental information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. The Company and its outside counsel shall permit Parent and its subsidiaries as is necessary outside counsel to participate in order all planned communications with the SEC and its staff (including all meetings and telephone conferences) relating to cause the Proxy Statement, insofar this Agreement or the Merger. The Company shall consult with Parent prior to responding to any comments or inquiries by the SEC or any other Governmental Entity with respect to the Proxy Statement and shall provide Parent with reasonable opportunity to review and comment on any such written response in advance and shall include in such response all comments reasonably proposed by Parent (provided that Parent shall have provided its comments to the Company as it relates promptly as practicable after such written response has been transmitted to Parent and for its subsidiaries, review) . Whenever any event occurs prior to comply with applicable Law. Parent agrees promptly the Effective Time (including events relating to advise the Company ifor any of its affiliates, directors or officers) that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence, provide Parent with reasonable opportunity to review and comment on any such amendment or supplement in advance, shall in good faith consider including in such amendment or supplement all comments reasonably proposed by Parent, and shall cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the stockholders of the Company, such amendment or supplement; provided that Parent shall have provided to the Company its comments as promptly as practicable after the Proxy Statement has been transmitted to Parent for its review. (c) If at any time prior to the meeting Effective Time Parent should discover any information relating to itself or to any of stockholders of the Company referenced hereinits affiliates, any Parent Information (as defined) directors or officers which should be set forth in the Proxy Statement is an amendment or becomes incorrect or incomplete in any material respect and supplement to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, Parent shall promptly notify the Company and its subsidiariesan appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to comply with applicable Law after the mailing thereof extent required by Legal Requirements, disseminated to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. The Company shall provide Parent for its review a copy of the Proxy Statement prior to each filing thereof, with reasonable time and opportunity for such review. Parent authorizes the Company to utilize in the Proxy Statement the information concerning Parent and its subsidiaries provided to the Company in connection with, or contained in, the Proxy Statement.

Proxy Statement. (ai) Following the consummation of the Offer and if required by the Securities Exchange Act because of action by the Company's stockholders necessary in order to consummate the Merger, the Company Parent shall prepare and file with the SEC and, when cleared by the SEC, shall mail to stockholders, a proxy statement in connection with a meeting of the Company's stockholders to vote upon the adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "COMPANY PROPOSALS"), or an information statement, as appropriate, satisfying all requirements of the Securities Exchange Act (such proxy or information statement in the form mailed by the Company to its stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "PROXY STATEMENT"). Parent will furnish the Company with such information concerning Parent and its subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law. Parent agrees promptly to advise the Company if, at any time prior to the meeting of stockholders of the Company referenced herein, any Parent Information (as defined) in the Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the stockholders of the Company. The Company and Parent agree to cooperate in making any preliminary filings of the Proxy Statement with the SEC, as promptly as practicablepracticable after the date of this Agreement (but in any event no later than 15 days following the date hereof), pursuant a proxy statement in preliminary form relating to Rule 14a-6 under the Securities Exchange ActStockholders Meeting (such proxy statement, including any amendment or supplement and any schedules and exhibits thereto, the “Proxy Statement”). The Company Proxy Statement shall provide set forth (among other things) that the board of directors of Parent: (A) has determined that this Agreement and the transactions contemplated hereby are advisable and are fair to and in the best interests of Parent for and its review a copy stockholders, and (B) recommends that Parent’s stockholders approve this Agreement and the transactions contemplated hereby (whether as components of an asset disposition and management plan (or other plan, scheme or arrangement) or otherwise). (ii) Parent shall as soon as reasonably practicable notify Buyer of the receipt of all comments (written or oral) of the SEC with respect to the Proxy Statement prior 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 each filing thereofBuyer copies of all material correspondence between Parent and/or any of its representatives on the one hand, and the SEC, on the other hand, with reasonable time and opportunity for such reviewrespect to the Proxy Statement. Parent authorizes and Buyer shall each use its reasonable best efforts to promptly provide responses to the Company SEC with respect to utilize in all comments received on the Proxy Statement by the SEC and Parent 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 Parent may commence mailing the Proxy Statement. Subject to applicable Laws, Parent and Buyer each shall, upon request by the other, furnish the other with all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Parent will provide Buyer a reasonable opportunity to review and consult with Parent regarding the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC, and Parent shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the date hereof. (iii) Parent shall cause the Proxy Statement, and the letter to stockholders, the notice of meeting and the form of proxy provided to stockholders of Parent therewith, in connection with the transactions contemplated hereby, at the time that the Proxy Statement is first mailed to the stockholders of Parent and at the time of the Stockholders Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and to comply, in all material respects, as to form with the provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder; provided, however, that the obligations of Parent contained in this Section 6.1(l)(iii) shall not apply to any information supplied by Buyer or any of its subsidiaries provided representatives to Parent for the Company purpose of inclusion in connection with, or contained in, incorporation by reference in the Proxy Statement.