Common use of Proxy Statement Clause in Contracts

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..

Proxy Statement. (a) If approval of the Company’s stockholders is required by applicable law in order Law to consummate the Merger, as promptly as practicable after the purchase following consummation of and payment for Shares by Purchaser pursuant to the Offer, the Company shall (i) prepare and file the Proxy Statement with the SECSEC under the Exchange Act, (ii) mail to the holders of Shares a Proxy Statement within a sufficient time prior to the Stockholders’ Meeting and (iii) otherwise comply in all material respects with all legal requirements applicable to the Stockholders’ Meeting, and shall use all its reasonable efforts to have the Proxy Statement cleared by the SECSEC promptly. Parent, Purchaser and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve shall cooperate with each other in the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any preparation of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, and the Company shall notify Parent promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to receipt of any comments or requests made by of the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties Proxy Statement and of the receipt of comments of, or any requests by, request by the SEC with respect to the Schedule 13E-3, for any amendment or supplement thereto or for additional information and shall promptly supply the other parties with provide as soon as reasonably practicable to Parent copies of all correspondence between such party (the Company or its representatives) any representative of the Company and the SEC (or its staff) relating with respect thereto. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to such documents being filed with the SEC or disseminated to holders of Shares and shall give Parent and its counsel a reasonable opportunity to review and comment on all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Purchaser and Merger Sub each agrees to correct use its reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders’ Meeting at the earliest practicable time. (b) The Company shall use its reasonable best efforts to ensure that the Proxy Statement (i) will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information provided supplied in writing by it or on behalf of Parent or Purchaser for use inclusion or incorporation by reference in the Schedule 13E-3 Proxy Statement. Parent shall use its reasonable best efforts to ensure that the information supplied by Parent in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which shall have becomethey are made, or is false or not misleading...

Proxy Statement. If (a) If the approval of this Agreement by the Company’s shareholders is required by applicable law Law, then the Company shall, at Parent’s request, as soon as practicable following the expiration of the Offer, or (b) the Publication Date does not occur on or prior to November 17, 2006, then the Company shall promptly thereafter, prepare and file with the SEC the Proxy Statement to be sent to the shareholders of the Company in order connection with the Shareholders Meeting and other solicitation materials of Parent and the Company constituting a part thereof and related documents. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Proxy Statement and the related materials. Without limiting the generality of the foregoing, Parent will furnish to consummate the MergerCompany the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall not file the preliminary Proxy Statement or any related materials, or any amendment or supplement thereto, without (i) providing the Parent a reasonable opportunity to review and comment thereon and (ii) including therein any comments reasonably proposed by Parent. Each party shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the preliminary Proxy Statement as promptly as practicable after receipt thereof and to cause the purchase of Proxy Statement in definitive form to be cleared by the SEC and payment for Shares by Purchaser pursuant mailed to the Offer, the Company shall prepare and file Company’s shareholders as promptly as reasonably practicable following filing with the SEC, and shall use all reasonable efforts . Each party agrees to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and consult with the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time party prior to the Company Stockholders Meeting any event or circumstance relating responding to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any SEC comments or requests made by the SEC with respect to the Schedule 13E-3preliminary Proxy Statement. Each party hereto shall promptly notify the other parties of the receipt of comments ofParent, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) Merger Sub and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each Company agrees to correct any information provided by it for use in the Schedule 13E-3 Proxy Statement which shall have become, or is become false or misleading... Each party shall as soon as reasonably practicable (i) notify the other parties 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 and (ii) provide each other party with copies of all correspondence between a party and its employees and other authorized representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.

Proxy Statement. (a) If As promptly as reasonably practicable after the Offer Closing, if the approval of this Agreement by the Company’s shareholders is required by under applicable law Law in order to consummate effect the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare the Proxy Statement and file it with the SEC, and the Company and Parent shall use all reasonable efforts to have cleared by cooperate with each other in connection with the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation preparation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated herebyforegoing. The Company agrees not shall use reasonable best efforts to mail respond as promptly as practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement and shall cause the Proxy Statement to be mailed to its stockholders until Purchaser confirms that shareholders as promptly as reasonably practicable after the information provided resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by Purchaser continues to be accurate. If at the SEC or its staff or any time prior other government officials for amendments or supplements to the Company Stockholders Meeting any event or circumstance relating to Proxy Statement and shall supply Parent with copies of all correspondence between the Company or any of its Subsidiaries or affiliatesRepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall not file the Proxy Statement or any amendments thereof with the SEC without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, with respect to disclosures relating to Parent or without otherwise providing Parent, Merger Sub and their respective officers counsel a reasonable opportunity to review and propose comments on the Proxy Statement or directors, should be discovered by such amendments (and the Company that is shall in good faith give reasonable consideration to any such comments). The Company shall not have or participate in any meetings or discussions with any Governmental Entity regarding the Proxy Statement without first consulting with Parent. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to it as may be required to be set forth in a supplement to the Proxy StatementStatement under applicable Law. Parent agrees that such information supplied by or on behalf of Parent or Merger Sub in writing for inclusion (or incorporation by reference) in the Proxy Statement shall not, on the date it is first mailed to shareholders of the Company and at the time of the Shareholders Meeting or filed with the SEC (as applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees that the Proxy Statement (i) shall promptly inform Purchaser not, on the date it is first mailed to shareholders of the Company and Merger Subat the time of the Shareholders Meeting, so supplement contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the foregoing shall not apply with respect to information contained or incorporated by reference in the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and supplied by or on behalf of Parent or Merger Sub shall cooperate with one another for inclusion (or incorporation by reference) in the preparation Proxy Statement and filing (ii) shall comply as to form in all material respects with the applicable requirements of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..Exchange Act.

Proxy Statement. (a) If The Company shall (i) no later than fifteen (15) Business Days after the date of this Agreement, prepare and file with the SEC a proxy statement relating to the Company Shareholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”), (ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments and (iv) use its reasonable best efforts to have cleared by the staff of the SEC the Proxy Statement and thereafter mail to its shareholders such Proxy Statement within three (3) Business Days, and (v) to the extent required by applicable law in order to consummate the MergerLaw, as promptly as practicable after the purchase of file and payment for Shares by Purchaser pursuant mail to the OfferCompany shareholders any supplement or amendment to the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with Parent and provide Parent with the opportunity to review and comment upon any response to such comments or requests prior to responding to any such comments or request and shall reasonably consider Parent’s comments in good faith, and shall provide Parent promptly with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Parent shall prepare cooperate with the Company in connection with the preparation and file filing of the Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be reasonably required to be set forth in the Proxy Statement under the Exchange Act. The Company will provide Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC, and shall reasonably consider Parent’s comments in good faith. (b) The Company and Parent shall cooperate to (i) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement, and furnish to each other all information concerning such party as may be reasonably requested in connection with the preparation of the Schedule 13E-3, (ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings and will consult with each other prior to providing such response, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments, (iv) use all reasonable best efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation staff of the Board of Directors that stockholders of SEC the Company approve Schedule 13E-3 and adopt this Agreement (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare and approve file any supplement or amendment to the Merger and Schedule 13E-3. Each party shall promptly notify the other transactions contemplated hereby. The Company agrees not upon the receipt of any comments (written or oral) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If Schedule 13E-3. (c) If, at any time prior to the Company Stockholders Shareholders’ Meeting any event or circumstance information relating to the Company or Parent or any of its Subsidiaries or affiliates, or its or their respective officers or directors, Affiliates should be discovered by the Company that is required to or Parent which should be set forth in a an amendment or supplement to the Proxy StatementStatement or Schedule 13E-3, the Company shall promptly inform Purchaser and Merger Subas applicable, so supplement that the Proxy Statement and mail such supplement or Schedule 13E-3, as applicable, shall not contain any untrue statement of a material fact or omit to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information state any material fact required to be included stated therein or necessary in order to make the Schedule 13E-3 and to respond promptly to any comments or requests made by statements therein, in light of the SEC with respect to circumstances under which they are made, not misleading, the Schedule 13E-3. Each party hereto that discovers such information shall promptly notify the other parties of party and, to the receipt of comments of, or any requests byextent required by applicable Law, the SEC with respect to Company (or the Company and Parent jointly, in the case of the Schedule 13E-3) shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company’s shareholders. (d) Subject to Section 5.4, the Company Recommendation shall be included in the Proxy Statement and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which and the Company shall have become, or is false or misleading..use reasonable best efforts to secure the Required Shareholder Vote.

Proxy Statement. Except upon a Change of Recommendation, (a) If required by the Company shall take all action necessary in accordance with applicable law in order Law and its articles of incorporation and bylaws and Nasdaq rules to consummate call, give notice of, convene and hold a meeting of the Company’s shareholders (including any adjournment or postponement thereof, the “Company Shareholders Meeting”) as soon as is reasonably practicable for the purpose of approving this Agreement and the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offer, (b) in connection with the Company Shareholders Meeting, as soon as is reasonably practicable the Company, in cooperation with Parent, shall prepare and file with the SEC, SEC a proxy statement (together with all amendments and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholderssupplements thereto, the “Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve ”) relating to the Merger and this Agreement, solicit the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing shareholders’ approval of the Schedule 13E-3 Agreement and shall use all reasonable efforts to promptly obtain Merger, and furnish the information required to be included provided to the shareholders of the Company pursuant to the WBCA and the Exchange Act; provided, that, if upon the date initially fixed for the Company Shareholders Meeting, the conditions set forth in Section 7.1(b) have not been met, the Company may reschedule or adjourn the Company Shareholders Meeting to such later date as the Company, in its reasonable discretion, considers to be more proximate to the probable satisfaction of such conditions; and provided further, that upon Parent’s reasonable request, the Company shall postpone the Company Shareholders Meeting for the purpose of soliciting additional shareholder proxies to be voted at the Company Shareholder Meeting. Promptly after its preparation and prior to its filing with the SEC, the Company shall provide a copy of the Proxy Statement, and any amendment to the Proxy Statement and related SEC or Nasdaq filings, to Parent, and Parent and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and related materials, and any proposed amendment or supplement thereto, prior to filing, and the Company shall in good faith consider such comments for inclusion in the Schedule 13E-3 and to respond promptly to Proxy Statement and/or related materials. The Company shall give Parent prompt notice of any comments or requests made on the Proxy Statement received by the SEC SEC, and the Company, in consultation with respect to the Schedule 13E-3. Each party hereto Parent, shall promptly notify respond to SEC comments, if any. So long as the other parties Company’s board of directors shall not have effected a Change of Recommendation, the Proxy Statement shall include the recommendation of the receipt Company’s board of comments of, or any requests by, directors that the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..’s shareholders approve this Agreement.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offer, the The Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by as promptly as reasonably possible following the SECdate hereof, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior a proxy statement in preliminary form relating to the Company Stockholders Meeting (such proxy statement, including the letter to stockholders, notice of meeting, form of proxy and any event amendment or circumstance relating to supplement thereto, the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the “Proxy Statement”), which Proxy Statement shall include, subject to Section 7.2(d), the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholdersRecommendation. (b) If required, the Company, Purchaser and Merger Sub The Company shall cooperate with one another in the preparation and filing promptly notify Parent of the Schedule 13E-3 and shall use receipt of all reasonable efforts to promptly obtain and furnish comments of the information required to be included in SEC or the Schedule 13E-3 and to respond promptly to any comments or requests made by staff of the SEC with respect to the Schedule 13E-3. Each party hereto Proxy Statement and of any request by the SEC or the staff of the SEC for any amendment or supplement thereto or for additional information and shall promptly notify provide to Parent copies of all correspondence between the other parties Company and/or any of its Representatives and the receipt SEC or the staff of comments of, or any requests by, the SEC with respect to the Schedule 13E-3Proxy Statement. The Company shall use its reasonable best efforts (with the reasonable assistance of Parent) to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC or the staff of the SEC. Parent, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) Merger Sub and the Company shall use their respective reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC (or its staff) relating theretoas soon as reasonably possible after the date hereof. The Company, Purchaser Parent shall provide to the Company such information concerning Parent and Merger Sub each agrees to correct any information provided as may be reasonably requested by it for use the Company in connection with the Proxy Statement and shall otherwise reasonably assist and cooperate with the Company in the Schedule 13E-3 which preparation of the Proxy Statement and resolution of comments referred to herein. The Company shall have becomecause the definitive Proxy Statement to be mailed as promptly as reasonably possible after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (c) Subject to applicable Law, notwithstanding anything to the contrary stated above, prior to filing or is false mailing the Proxy Statement or misleading..filing any other required filings (or, in each case, 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 with a reasonable opportunity to review and comment on such document or response and shall in good faith consider for inclusion in such document or response comments reasonably proposed by Parent.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase execution and delivery of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall: (a) prepare and, after consultation with and review by Parent and its outside counsel (which review shall prepare and not be unreasonably delayed), file with the SEC, SEC a preliminary proxy statement relating to the Transactions and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not use its reasonable best efforts (i) to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included by the SEC in the Schedule 13E-3 Proxy Statement and, after consultation with and review by Parent (which review shall not be unreasonably delayed), to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto preliminary proxy statement and promptly cause the Proxy Statement to be mailed to its stockholders and, if necessary, after the Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy material and, if required in connection therewith, resolicit proxies; provided, that no such amended or supplemental proxy material will be mailed by the Company without consultation with and review by Parent and its outside counsel (which review shall not be unreasonably delayed) and (ii), subject to Section 6.3(b), to obtain the necessary approvals of this Agreement and the Transactions by its stockholders; (b) promptly notify the other parties Parent of the receipt of the comments of, or any requests by, of the SEC and of any request from the SEC for amendments or supplements to the preliminary proxy statement or the Proxy Statement or for additional information, and will promptly supply Parent and its outside counsel 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 Schedule 13E-3preliminary proxy statement, the Proxy Statement or the Transactions; (c) promptly inform Parent and its outside counsel if at any time prior to the Special Meeting any event should occur that is required by applicable law to be set forth in an amendment of, or a supplement to, the Proxy Statement, in which case, the Company, with the cooperation of and in consultation with Parent and its outside counsel, will, upon learning of such event, promptly prepare and mail such amendment or supplement; and (d) it is expressly understood and agreed that (i) Parent, Merger Subsidiary, Acquisition Subsidiary and the Company will cooperate with each other in connection with all aspects of the preparation, filing and clearance by the SEC of the Proxy Statement (including the preliminary proxy statement and any and all amendments or supplements thereto), (ii) the Company shall give Parent and its outside counsel the opportunity to review and comment on the Proxy Statement prior to it being filed with the SEC and shall give Parent and its outside counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC and each of the Company and Parent agrees to use its reasonable best efforts, after consultation with the other, to respond promptly supply to all such comments of and requests by the other parties SEC and (iii) to the extent practicable and desired by Parent, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with copies the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, this Agreement or any of the transactions contemplated thereby (provided, that in the event that such participation by Parent is not practicable or desired by Parent, the Company shall promptly inform Parent and its counsel of the content of all correspondence between such party (or its representatives) communications and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..participants involved therein).

Proxy Statement. (a) If As soon as reasonably practicable following the date of this Agreement (and in any event no later than twenty (20) business days following the date hereof), the Company shall, with the assistance of Parent, prepare and file with the SEC the Proxy Statement. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement and any amendments or supplements thereto and Parent and its counsel shall be given a reasonable opportunity to review and comment on such Proxy Statement and any amendment or supplements thereto, which comments shall be reasonably considered in good faith by the Company. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by applicable law the Exchange Act and the rules and regulations promulgated thereunder to be set forth in order the Proxy Statement. The Company shall use its reasonable best efforts to consummate resolve all SEC comments with respect to the MergerProxy Statement, after consultation with Parent (and reasonable consideration in good faith of any comments of Parent and its counsel), as promptly as practicable after the purchase receipt thereof. Each of Parent, Merger Sub and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 Proxy Statement which shall have become, or is become false or misleading... The Company shall as soon as reasonably practicable (i) notify Parent of the receipt of any comments (whether written or oral) 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 and (ii) provide Parent with copies of all written correspondence between the Company and its employees and other authorized Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, and shall promptly inform Parent of any such correspondence conducted orally. If at any time prior to the Stockholders Meeting, any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent, Merger Sub and the Company shall promptly as practicable cooperate to prepare, file and, if appropriate, mail to stockholders such amendment or supplement. (b) Unless there is a Change of Recommendation in accordance with Section 6.1(c), the Company shall include in the Proxy Statement that the Board of Directors of the Company (x) has approved, and declared advisable this Agreement, (y) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders and (z) is recommending that the stockholders of the Company adopt this Agreement at such meeting (such recommendation described in this clause (z), the “Recommendation”).

Proxy Statement. (a) If required by applicable law As promptly as reasonably practicable following the date of this Agreement, Parent shall prepare and cause to be filed with the SEC, the Proxy Statement. Company shall furnish all information concerning itself, its affiliates and the holders of its capital stock to Parent and provide such other assistance as may be reasonably requested in order connection with the preparation, filing and distribution of the Proxy Statement. Parent shall promptly notify Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to consummate the MergerProxy Statement, and shall, as promptly as practicable after receipt thereof, provide Company with copies of all correspondence between it and its Representatives, on the purchase of one hand, and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise Company of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall use all its reasonable best efforts to respond as promptly as practicable to any comment from the SEC with respect to the Proxy Statement and have such comment cleared by the SECSEC as promptly as practicable. Notwithstanding the foregoing, prior to filing (including with respect to the preliminary Proxy Statements), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Company (as applicable) and promptly thereafter Parent shall mail cooperate and provide the other a reasonable opportunity to its stockholdersreview and comment on such document or response (including the proposed final version of such document or response) and shall give due consideration to all reasonable changes provided by the other Party. Parent shall also use reasonable best efforts to take any other action required to be taken under the Securities Act, the Proxy Statement. The Proxy Statement shall contain Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the recommendation rules and regulations thereunder in connection with the issuance of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve Parent Common Shares in the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the shall furnish all information provided by Purchaser continues to concerning Company and Company Investors as may be accurate. If reasonably requested in connection with any such actions. (b) If, at any time prior to the Company Stockholders Meeting receipt of the Parent Shareholder Approval, any event or circumstance information relating to the Company or Parent, or any of its Subsidiaries or affiliates, or its or their respective officers or directorsaffiliates, should be discovered by Company or Parent which, in the reasonable judgment of Company that is required to or Parent, should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Company shall promptly inform Purchaser and Merger Substatements therein, so supplement in light of the Proxy Statement and mail such supplement to its stockholders. (b) If requiredcircumstances under which they were made, not misleading, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the Party that discovers such information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties Parties, and Company (as appropriate under the circumstances) and Parent shall cooperate in the prompt filing by Parent with the SEC of the receipt of comments any necessary amendment of, or any requests bysupplement to, the SEC with respect Proxy Statement and, to the Schedule 13E-3extent required by Law, in disseminating the information contained in such amendment or supplement to shareholders of Parent. Nothing in this Section 6.4(b) shall limit the obligations of any Party under Section 6.4(a). For purposes of this Section 6.4, any information concerning or, by its nature, related to Company or its affiliates will be deemed to have been provided by Company, and shall any information concerning or related to the Transactions (other than any information regarding the transactions effecting the Company Reorganization), Parent, its affiliates or the Parent Shareholder Meeting will be deemed to have been provided by Parent. (c) As promptly supply the other parties as practicable, Parent shall, in accordance with copies of all correspondence between such party (or its representatives) applicable Law and the SEC Parent Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Parent Shareholder Meeting solely for the purpose of obtaining the Parent Shareholder Approval (or and no other matters shall be submitted at such meeting unless consented to by the Company in its staff) relating theretosole discretion). The CompanyParent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of Parent entitled to vote at the Parent Shareholder Meeting and to hold the Parent Shareholder Meeting as soon as practicable. Parent shall, Purchaser and Merger Sub each agrees through the Parent Board of Trustees, recommend to correct any information provided by it for use its shareholders that they give the Parent Shareholder Approval, include such recommendation in the Schedule 13E-3 which Proxy Statement, and solicit and use its reasonable best efforts to obtain the Parent Shareholder Approval, except to the extent that the Parent Board of Trustees shall have becomemade an Adverse Recommendation Change as permitted by Section 6.3; provided, however, that Parent’s obligation to duly call, give notice of, convene and hold the Parent Shareholder Meeting shall be unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any Adverse Recommendation Change. Notwithstanding the foregoing provisions of this Section 6.4(c), if, on a date for which the Parent Shareholder Meeting is scheduled, Parent has not received proxies representing a sufficient number of Parent Common Shares to obtain the Parent Shareholder Approval, whether or not a quorum is false present, Company may require Parent, and Parent shall have the right, to adjourn or misleading..postpone the Parent Shareholder Meeting (provided, however, that the Parent Shareholder Meeting shall not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Parent Shareholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)); provided, further, the Parent Shareholder Meeting may not be postponed or adjourned on the date the Parent Shareholder Meeting is scheduled if Parent shall have received proxies in respect of an aggregate number of Parent Common Shares, which have not been withdrawn, such that Parent Shareholder Approval will be obtained at such meeting. (d) Parent will use its reasonable best efforts to hold the Parent Shareholder Meeting as soon as reasonably practicable after the date of this Agreement.

Proxy Statement. (a) If required by applicable law in order to consummate As soon as reasonably practicable following the Merger, as promptly as practicable after the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with the SEC, provide to Parent and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, counsel a draft of the Proxy Statement. The Company shall file the Proxy Statement shall contain in preliminary form with the recommendation of the Board of Directors that stockholders of the Company approve SEC and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail cause the Proxy Statement to its stockholders until Purchaser confirms that be distributed to the information provided by Purchaser continues to be accurateholders of Company Stock, in each case as soon as reasonably practicable after the date hereof. If at any time prior Each of Parent and Merger Subsidiary will furnish to the Company Stockholders Meeting any event or circumstance the information relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered it as reasonably requested by the Company that is required to be set forth and otherwise cooperate with and assist the Company, at the Company’s reasonable request, in a supplement to connection with the Proxy Statement, the Company shall promptly inform Purchaser . Each of Parent and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each Subsidiary agrees to correct any information provided by it for use in the Schedule 13E-3 which Proxy Statement that to Parent’s or Merger Subsidiary’s knowledge shall have becomebecome false or misleading in any material respects. Prior to each filing or mailing (as applicable) of the Proxy Statement (or any amendment or supplement thereto, or any response to any comments or requests from any Governmental Authority with respect to the Proxy Statement), Parent and its counsel shall be given a reasonable opportunity (and in the case of the Proxy Statement, in no event less than five (5) Business Days or such less number of days as Parent may agree), to review and comment on the Proxy Statement (or any such amendments, supplements or responses), and the Company shall consider in good faith all reasonable additions, deletions or changes suggested thereto in good faith by Parent or its counsel. The Company shall not file or mail the Proxy Statement (or any such amendments, supplements or responses) prior to providing Parent with a copy of such Proxy Statement (or any such amendments, supplements or responses) to be filed. The Company shall notify Parent as promptly as practicable upon the receipt of any comments or requests from any Governmental Authority with respect to the Proxy Statement, and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and such Governmental Authority, on the other hand; and, in connection with the foregoing, Parent shall provide information relating to Parent and Merger Subsidiary necessary to respond to as promptly as practicable any such comments or requests received by the Company. The Company shall respond as promptly as practicable to any such comments or requests. If at any time prior to the Effective Time any event shall occur, or fact or information shall be discovered, that would cause the Proxy Statement to contain an untrue statement of material fact, or omit to state any material fact required to be stated therein, the Company shall, in accordance with the procedures set forth in this Section 8.03, prepare and file with the SEC an amendment or supplement to the Proxy Statement as soon thereafter as is false reasonably practicable and to the extent required by Applicable Law, cause such amendment or misleading..supplement to be distributed to the holders of Company Stock.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as reasonably practicable after (but in any event within twenty (20) Business Days) following the purchase of and payment for Shares by Purchaser pursuant to the OfferAgreement Date, the Company shall prepare prepare, and file with the SEC, the preliminary Proxy Statement. As promptly as practicable (but in any event within five (5) Business Days) following the later of (i) receipt and resolution of SEC comments with respect to the Proxy Statement and (ii) the expiration of the ten (10) day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Company shall use file the definitive Proxy Statement and cause the definitive Proxy Statement to be mailed to the Company’s stockholders. The Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities in connection with the Merger to (A) comply in all material respects as to form with all applicable SEC requirements and (B) otherwise comply in all material respects with all Applicable Legal Requirements; provided that any failure to comply with the foregoing with respect to the preliminary Proxy Statement that is corrected in the definitive Proxy Statement shall not be deemed to be a breach of this covenant. Except with respect to any Acquisition Proposal or as otherwise expressly provided in Section 5.3(d)-(e), prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC or any other Governmental Entity in connection with the Transactions, the Company shall provide Parent with the reasonable efforts opportunity to have cleared 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, and promptly thereafter shall mail ’s intent to its stockholders, review the Proxy Statement. The Proxy Statement shall contain ) and of any request by the recommendation SEC or its staff or any other official of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not any Governmental Entity for amendments or supplements to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at or any time prior other filing relating to the Company Stockholders Meeting any event Merger or circumstance relating to for additional/supplemental information with respect thereto, and will supply Parent with copies of all correspondence between the Company or any of its Subsidiaries or affiliatesRepresentatives, on the one hand, and the SEC, or its staff or their respective 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 (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 (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 related to the Merger and the Company shall provide Parent 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 staff or any other official or any Governmental Entity, and/or mailing to the Company’s stockholders, such amendment or supplement. Parent shall promptly inform the Company whenever ▇▇▇▇▇▇ discovers any event relating to Parent or any of its Affiliates, officers or directors, should be discovered by the Company directors that is required to be set forth in a an amendment or supplement to the Proxy StatementStatement or any other filing related to the Merger. The information supplied by Parent, the Company shall promptly inform Purchaser Merger Sub and Merger Sub, so supplement their respective Affiliates for inclusion or incorporation by reference in the Proxy Statement and mail such supplement will not, at the time that the Proxy Statement is filed with the SEC, contain any untrue statement of a material fact or omit to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information state any material fact required to be included stated therein or necessary in order to make the Schedule 13E-3 and to respond promptly to statement therein, in light of the circumstances under which they are made, not misleading; provided that any comments or requests made by the SEC failure with respect to the Schedule 13E-3. Each party hereto foregoing that is corrected prior to or in the definitive Proxy Statement shall promptly notify the other parties not be deemed to be a breach of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..foregoing.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as reasonably practicable after the purchase execution of this Agreement, and payment for Shares by Purchaser pursuant to not later than 30 calendar days after the Offerdate hereof, the Company Company, in cooperation with the Parent, shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, SEC the Proxy Statement. The Proxy Statement Company shall contain the recommendation respond to any comments of the Board of Directors that stockholders of the Company approve SEC or its staff as promptly as practicable and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail shall cause the Proxy Statement to be mailed to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time shareholders on or prior to the fifth business day after the resolution of any such comments or, if the SEC staff informs the Company Stockholders Meeting that it does not intend to review the Proxy Statement, on or prior to the fifth business day following such tenth calendar day. The Company shall notify the Parent promptly upon the receipt of any event comments from the SEC or circumstance relating its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or any of its Subsidiaries or affiliatesrepresentatives, on the one hand, and the SEC or its staff or their respective officers any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or directors, should other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law (it being understood that the Company shall not be discovered responsible for any information furnished solely by the Parent or any of its Affiliates for use in any such documents). 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, the Company that (i) shall provide the Parent a reasonable opportunity to review and comment on such document or response and (ii) shall consider in good faith all comments reasonably proposed by the Parent. Whenever any event occurs which is required to be set forth in a an amendment or supplement to the Proxy Statement, the Company Parent or the Company, as the case may be, shall promptly inform Purchaser the other of such occurrence and Merger Subcooperate in filing with the SEC or its staff or any other government officials, so supplement the Proxy Statement and mail such supplement and/or mailing to its stockholders. (b) If required, shareholders of the Company, Purchaser and Merger Sub such amendment or supplement. The Parent shall cooperate with one another in the preparation Company and filing of promptly provide the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC Company with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in reasonably requests so that the Schedule 13E-3 which shall have become, or is false or misleading..Company may fulfill its obligations under this Section 6.2.

Proxy Statement. (a) If the adoption of this Agreement by the holders of shares of Company Common Stock is required by applicable law under the DGCL in order to consummate the Merger, as promptly as practicable after the purchase Company, at the Parent’s request following the consummation of the Offer and payment for Shares by Purchaser pursuant to in cooperation with the OfferParent, the Company shall prepare and file with the SECSEC the Proxy Statement; provided, however, that the Company shall give to Parent the opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments to the Proxy Statement and the Company shall use take into good faith consideration all of Parent’s reasonable efforts comments to have cleared by the SEC, and promptly thereafter shall mail each version of or amendment to its stockholders, the Proxy Statement. The Proxy Statement Company shall contain the recommendation respond to any comments of the Board of Directors that stockholders of the Company approve SEC or its staff and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail shall cause the Proxy Statement to be mailed to its stockholders until Purchaser confirms that at the information provided earliest practicable time after the resolution of any such comments. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by Purchaser continues to be accurate. If at the SEC or its staff or any time prior other government officials for amendments or supplements to the Company Stockholders Meeting any event or circumstance relating to Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or any of its Subsidiaries or affiliatesrepresentatives, on the one hand, and the SEC, or its staff or their respective officers any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or directors, should be discovered by other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the Company that rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in a an amendment or supplement to the Proxy Statement, the Company Parent or the Company, as the case may be, shall promptly inform Purchaser the other of such occurrence and Merger Subcooperate in filing with the SEC or its staff or any other government officials, so supplement the Proxy Statement and mail such supplement and/or mailing to its stockholders. (b) If required, stockholders of the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments such amendment or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..supplement.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offer, the Company Parent shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and shall will use all reasonable best efforts to have cleared do so no later than thirty (30) days after the date of this Agreement), a preliminary Proxy Statement and each of Parent and Buyer shall, or shall cause their respective Affiliates to, prepare and file with the SEC all other documents required by the SECExchange Act in connection with the Sale, and promptly thereafter Buyer and Parent shall mail cooperate with each other in connection with the preparation of the Proxy Statement and any such other filings. (b) Subject to applicable Law, and notwithstanding anything in this Agreement to the contrary, prior to the filing of the preliminary Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to Parent shareholders, or responding to any comments from the SEC with respect thereto, Parent shall provide Buyer and its stockholderscounsel with a reasonable opportunity to review and to comment on such document or response, which Parent shall consider in good faith and include in such filing, document or response any reasonable comments reasonably proposed by Buyer and its Representatives. Buyer shall furnish to Parent the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Parent shall promptly notify Buyer upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall contain provide Buyer with copies of (1) all material correspondence between it and its Representatives, on the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger one hand, and the SEC and its staff, on the other transactions contemplated herebyhand, relating to the Proxy Statement and (2) all written comments with respect to the Proxy Statement received from the SEC. The Company agrees not Parent shall use its reasonable best efforts to mail resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof, and Buyer shall cooperate to provide responses to such SEC comments. Parent shall cause the Proxy Statement to its stockholders until Purchaser confirms be mailed to Parent’s shareholders as promptly as practicable after the earlier of (i) receiving notification that the information provided by Purchaser continues SEC or its staff is not reviewing the Proxy Statement or (ii) the conclusion of any SEC or staff review of the Proxy Statement. Parent and Seller agree that any material breach of their obligations under Section 5.02(a) or Section 5.02(b) shall be deemed to be accurate. a willful and material breach of this Agreement by Parent; provided that Buyer has provided to Parent written notice of such material breach within ten (10) Business Days of first becoming aware of such material breach and Parent and Seller fail to cure such breach by ten (10) Business Days after such notice is provided. (c) If at any time prior to the Company Stockholders Meeting Shareholders Meeting, any event or circumstance information relating to the Company Parent or Buyer, or any of its Subsidiaries or affiliates, or its or their respective officers or directorsAffiliates, should be is discovered by the Company that is required to a Party, which information should be set forth in a an amendment or supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail Party that discovers such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties Party, and Parent shall prepare (with the assistance of the receipt of comments ofBuyer) and mail to its shareholders such an amendment or supplement, or any requests byin each case, the SEC with respect to the Schedule 13E-3, extent required by applicable Law. Parent and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub Buyer each agrees to promptly (1) correct any information provided by it specifically for use in the Schedule 13E-3 which Proxy Statement if and to the extent that such information shall have become, or is become false or misleading in any material respect and (2) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading... Parent further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its shareholders of record as of the record date established for the Shareholders Meeting, in each case, as and to the extent required by applicable Law.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable following the date of this Agreement (and in any event, within 15 Business Days after the purchase date hereof, unless the failure to file in such time period is caused by the failure of Parent to provide such information regarding itself, its Subsidiaries or its Affiliates, as required by Law to be included in the Proxy Statement and payment for Shares as requested by Purchaser pursuant to the OfferCompany, in which case, the Company will file the Proxy Statement promptly but in any event within 2 Business Days of receipt of the required information from Parent), the Company shall prepare and file with the SECSEC the Proxy Statement in preliminary form. Each of the Company and Parent shall prepare and, after consultation with each other, file with the SEC all Other Filings, if any, that are required pursuant to applicable Law to be filed by such party in connection with the Transactions contemplated hereby and, if applicable, the Company will provide such information and cooperation and will be afforded consultation and review on the terms applicable to Parent in this Section 6.1. The Company shall (i) consult with Parent, (ii) provide Parent and its legal counsel with reasonable opportunity to review and comment on the Proxy Statement (and any amendments and supplements thereto), and shall use (iii) (x) consider in good faith all comments proposed by Parent and its legal counsel and (y) incorporate all reasonable efforts comments and requests made by Parent and its legal counsel as determined by the Company Board in good faith, prior to have cleared by the filing thereof. The Company shall cause the Proxy Statement to comply with all applicable rules and regulations of the SEC, NASDAQ and promptly thereafter shall mail to its stockholders, the Proxy Statementall other applicable Laws. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of include the Company approve Board Recommendation as more fully set forth in Section 6.2(c), subject to Section 5.3(e). Without the prior written consent of Parent, the adoption and adopt approval of this Agreement and approve the approval of the Merger shall be the only matters (other than procedural matters) which the Company shall propose to be acted on by the shareholders at the Company Shareholders' Meeting and shall be the only matters set forth to be considered and acted on in the Proxy Statement. (b) In the event either the Company or the Parent reasonably deems it advisable after consultation with the other party to make supplemental or amended disclosure or supplemental or amended disclosure to the Proxy Statement or any Other Filing is required by, or reasonably prudent in light of, applicable Law, or the SEC staff requests supplemental or amended disclosure (and does not promptly withdraw such request), then, as promptly as practicable after the date of such determination, the parties shall, and shall cause their Affiliates to, prepare and file, in each case to the extent either the Company or the Parent reasonably deems it advisable after consultation with the other party to make supplemental or amended disclosure or supplemental or amended disclosure is required by applicable Law, or the SEC staff has so requested the making of supplemental or amended disclosure (and has not promptly withdrawn the request), such Proxy Statement or Other Filing, as applicable, and the other transactions contemplated herebyparties shall cooperate in modifying any previously filed Proxy Statement or Other Filing, as applicable, to satisfy the requirements of the SEC. Parent agrees to promptly provide or cause to be provided all information with respect to itself, its Subsidiaries and, if applicable and practicable, its Affiliates as may be required by applicable Law and which has been reasonably requested by the Company for inclusion in any Proxy Statement or Other Filing filed by the Company. The Company agrees not to mail promptly provide such information with respect to itself, its Subsidiaries and Affiliates and its Representatives for inclusion in any Other Filing of Parent or any of its Affiliates that is reasonably required pursuant to applicable Law to be included in such Other Filing pursuant to applicable Law and which has been reasonably requested by Parent. (c) The Company (and Parent, if reasonably applicable), shall promptly (and in any event within 24 hours) provide the other party and its legal counsel with a copy of any comments received by the filing party or its legal counsel, as applicable, from the SEC or its staff with respect to the Proxy Statement or any Other Filing, as applicable, or any amendment or supplement thereto, a copy of any responses to its stockholders until Purchaser confirms such comments that the information provided filing party proposes prior to submission thereof to the SEC, and shall respond as promptly as practicable to any such comments. Each of the Company and Parent, as applicable, shall (i) consult with the other party and its legal counsel with respect to such SEC comments and the filing party's proposed responses, (ii) provide the other party and its legal counsel with reasonable opportunity to review and comment on such proposed responses, and (iii) (x) consider in good faith all comments proposed by Purchaser continues to be accurate. If at any time the other party and its legal counsel and (y) incorporate all reasonable comments and requests made by the other party and its legal counsel, prior to the filing thereof. The Company Stockholders Meeting shall also provide Parent and its counsel with copies of any event or circumstance relating to and all correspondence between the Company or any of its Subsidiaries or affiliatesRepresentatives, on one hand, and the SEC or its or their respective officers or directorsstaff on the other hand, should be discovered by the Company that is required to be set forth in a supplement with respect to the Proxy Statement, this Agreement or the Transactions. The Company shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after it is filed. The Company shall cause the Proxy Statement (and all other proxy materials) to be mailed to the Company's shareholders as promptly as practicable (and in any event within 3 Business Days) after the earlier of (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement, (ii) the expiration of the 10-day period after filing of the preliminary Proxy Statement, in the event the SEC has failed to affirmatively notify the Company within such period that it will or will not be reviewing the Proxy Statement, or (iii) the conclusion of any SEC or staff review of the Proxy Statement. If necessary to comply with applicable Law, after the Proxy Statement shall have been mailed, the Company shall promptly inform Purchaser circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. (d) Each of Parent and Merger Subthe Company agrees, so supplement as to it and its Affiliates and Representatives, that none of the information supplied or to be supplied by Parent or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any Other Filing, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of Company Common Stock and mail at the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such supplement party is responsible for filing with the SEC in connection with the Merger will comply as to its stockholders. (b) If requiredform and substance in all material respects with the applicable requirements of the Securities Act, the CompanyExchange Act and any other applicable Law and will not contain any untrue statement of a material fact, Purchaser or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For the avoidance of doubt, Parent and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC assume no responsibility with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties information of or information supplied by or on behalf of the receipt of comments of, Company or any requests byof its Affiliates for inclusion in the Proxy Statement. For the avoidance of doubt, the SEC Company assumes no responsibility with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies information of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser information that relates to Parent and Merger Sub each agrees to correct supplied by or on behalf of the Parent or Merger Sub or any information provided by it of their respective Affiliates, for use inclusion in the Schedule 13E-3 which shall have become, Proxy Statement or is false or misleading..Other Filings.

Proxy Statement. As soon as reasonably practicable following the date of this Agreement, the Company shall, with the assistance of Parent, prepare and file with the SEC a proxy statement (a) If the “Proxy Statement”). Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by applicable law the Exchange Act and the rules and regulations promulgated thereunder to be set forth in order the Proxy Statement. The Company shall not file the preliminary Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to consummate review and comment thereon (which comments shall be reasonably considered by the Merger, Company). The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the purchase of Proxy Statement in definitive form to be cleared by the SEC and payment for Shares by Purchaser pursuant mailed to the Offer, the Company shall prepare and file Company’s stockholders as promptly as reasonably practicable following filing with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time consult with Parent prior to the Company Stockholders Meeting any event or circumstance relating responding to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any SEC comments or requests made by the SEC with respect to the Schedule 13E-3preliminary Proxy Statement. Each party hereto shall promptly notify the other parties of the receipt of comments ofParent, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) Merger Sub and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees Company agree to correct any information provided by it for use in the Schedule 13E-3 Proxy Statement which shall have become, or is become false or misleading... The Company shall as soon as reasonably practicable 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.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly As soon as practicable after following the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with the SECSEC (subject to the prior review and approval of Parent, and which approval shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, not be unreasonably withheld) the Proxy Statement. The Proxy Statement Company and Parent shall contain cooperate with each other in the recommendation preparation of the Board of Directors that stockholders Proxy Statement. Without limiting the generality of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not foregoing, prior to mail filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its stockholders until Purchaser confirms that staff with respect thereto, the information provided Company shall provide Parent reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Purchaser continues to be accurate. If Parent. (b) If, at any time prior to the Company Stockholders Meeting Effective Time, any event or circumstance information relating to the Company Company, Parent or Purchaser or any of its Subsidiaries or affiliates, or its or their respective officers or directors, Affiliates should be discovered by the Company that is required to Company, Parent or Purchaser which should be set forth in a an amendment or supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, Statement so supplement that the Proxy Statement and mail such supplement shall not contain any untrue statement of a material fact or omit to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information state any material fact required to be included stated therein or necessary in order to make the Schedule 13E-3 and to respond promptly to any comments or requests made by statements therein, in light of the SEC with respect to circumstances under which they are made, not misleading, the Schedule 13E-3. Each party hereto that discovers such information shall promptly notify the other parties and, to the extent required by applicable Law, the Company shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company’s stockholders. (c) The Company and Parent shall use their reasonable best efforts, after consultation with the other party, to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of the Company and Parent shall as soon as reasonably practicable notify the other party of the receipt of any comments of, from or any requests by, other correspondence with the SEC staff with respect to the Schedule 13E-3Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and promptly deliver a copy of such comments, and shall promptly supply correspondence or request to the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating theretoparty). The Company, Purchaser and Merger Sub each agrees Company shall cause the Proxy Statement to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..be mailed to its stockholders as promptly as practicable.

Proxy Statement. (a) If required by applicable law in order to consummate The Company, on the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SECone hand, and Parent and Merger Subsidiary, on the other hand, shall use all reasonable efforts to have cleared by promptly notify the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation other of the Board receipt of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by of the SEC with respect to the Schedule 13E-3. Each party hereto Proxy Statement or any Other Required Company Filing and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly notify provide to Parent copies of all correspondence between the other parties Company and/or any of the receipt of comments of, or any requests by, its Representatives and the SEC with respect to the Schedule 13E-3, Proxy Statement or any Other Required Company Filing. The Company and Parent shall each use its reasonable best efforts to promptly supply provide responses to the other parties SEC with copies respect to all comments received in respect of all correspondence between such party (or its representatives) the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as reasonably practicable (and in any event no later than five (5) business days) after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement (the “SEC Clearance Date”); provided that on the 10th calendar day after the filing of the preliminary Proxy Statement if the SEC has not affirmatively notified the Company during such period that it will or its staff) relating theretowill not be reviewing the Proxy Statement then the Company shall contact the SEC on such date regarding the preliminary Proxy Statement and if no response is received from the SEC then the second Business Day after such contact will be deemed the SEC Clearance Date. The Company, Purchaser and Merger Sub each agrees If necessary in order to correct any information provided by it for use in comply with applicable securities Laws after the Schedule 13E-3 which Proxy Statement shall have becomebeen so disseminated, the Company shall disseminate as soon as practicable amended, supplemental or is false or misleading..supplemented proxy material, and, if required in connection therewith, re-solicit proxies.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, As soon as promptly as reasonably practicable after the purchase execution of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company Company, in cooperation with the Buyer, shall prepare and file with the SECSEC the Proxy Statement. Without limiting the generality of the foregoing, each of Buyer and shall use all reasonable efforts Merger Sub will furnish to have cleared the Company the information relating to it required by the SEC, Exchange Act and promptly thereafter shall mail the rules and regulations promulgated thereunder to its stockholders, be set forth in the Proxy Statement. The Proxy Statement Company shall contain respond to any comments or requests for additional information from the recommendation SEC or its staff as soon as reasonably practicable after receipt of the Board of Directors that stockholders of the Company approve any such comments or requests, and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail shall cause the Proxy Statement to be mailed to its stockholders until Purchaser confirms that shareholders promptly after the information provided resolution of any such comments. The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by Purchaser continues the SEC or its staff or any other government officials for amendments or supplements to be accuratethe Proxy Statement and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, (x) the Company shall provide the Buyer with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings and shall reasonably consider all comments reasonably proposed by the Buyer and (y) to the extent practicable, the Company and its outside counsel shall permit the Buyer 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 transactions contemplated by this Agreement. Subject to Section 6.1(b), the Proxy Statement shall include the Company Board Recommendation and a copy of the Fairness Opinion. If at any time prior to the Company Stockholders Meeting Effective Time any event or circumstance relating to the Company or any of its Subsidiaries or affiliatesshall occur, or its fact or their respective officers or directorsinformation shall be discovered, that should be discovered by the Company that is required to be set forth in an amendment of or a supplement to the Proxy Statement, the Company Buyer or the Company, as the case may be, shall promptly inform Purchaser the other of such occurrence, and Merger Subthe Company shall, so in accordance with the procedures set forth in this Section 6.2, prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and, to the Proxy Statement and mail extent required by applicable Law, cause such amendment or supplement to its stockholders. (b) If required, be distributed to the shareholders of the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading...

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as reasonably practicable after the purchase of date hereof (and payment for Shares by Purchaser pursuant to in any event, within twenty (20) Business Days after the Offerdate hereof), the Company shall prepare and file with the SECSEC a preliminary proxy statement relating to the Stockholders Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”), and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders each of the Company approve and adopt this Agreement Parent Holdco shall, or shall cause their respective Affiliates to, prepare and approve file with the SEC all other documents required by the Exchange Act in connection with the Merger and the other transactions contemplated hereby, and Parent Holdco and the Company shall cooperate with each other in connection with the preparation of the Proxy Statement and any such other filings. Subject to Section 5.2, the Proxy Statement shall include the Company Recommendation; provided, that if the Company Board shall have effected a Change of Recommendation in accordance with Section 5.2, then in submitting this Agreement to the Company’s stockholders, the Company Board may submit this Agreement to the Company’s stockholders without the Company Recommendation, in which event the Company Board may communicate the basis for its lack of recommendation to the Company’s stockholders in the Proxy Statement or an appropriate amendment thereof or supplement thereto. Notwithstanding any Change of Recommendation, unless this Agreement shall have been terminated, the Company shall be nonetheless required to hold the Stockholders Meeting and submit this Agreement to the Company’s stockholders thereat. Parent Holdco and the Company agree to provide or cause to be provided all information with respect to itself, its Affiliates and their respective Representatives as may be reasonably requested by the other party for inclusion in the Proxy Statement and any such other filings. The Company agrees not to mail shall include in the Proxy Statement to (i) the Fairness Opinion, in its stockholders until Purchaser confirms entirety, together with a summary thereof, and (ii) the information required by Section 262(d)(2) of the DGCL such that the Proxy Statement constitutes a notice of appraisal rights under Section 262(d)(2) of the DGCL. The Company shall use reasonable best efforts to cause the Proxy Statement when filed to comply as to form, in all material respects, with the provisions of the Exchange Act, the rules and regulations promulgated thereunder and the rules of the NYSE. (b) The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Each party shall as promptly as reasonably practicable notify the other parties of the receipt of any 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 provided by Purchaser continues and shall as promptly as reasonably practicable provide to the other party copies of all material written correspondence with the SEC with respect to the Proxy Statement. The Company and Parent Holdco 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 filings as may be necessary in connection therewith. The Company shall cause the definitive Proxy Statement to be accurate. mailed to the Company’s stockholders as promptly as reasonably practicable after the tenth (10th) calendar day after the filing of the preliminary Proxy Statement, or if the SEC Staff advises that it has comments thereon, on the date on which the SEC staff advises that it has no further comments thereon. (c) Subject to applicable Law, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment thereof or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall (unless and until a Change of Recommendation has occurred) provide Parent Holdco and Parent with an opportunity to review and comment on such document or response and shall consider in good faith including in such document or response comments reasonably proposed by Parent Holdco and Parent. (d) If at any time prior to the Company Stockholders Meeting Effective Time, any event or circumstance relating occurs with respect to the Company or any of its Subsidiaries or affiliateson the one hand, or Parent Holdco or any of its Subsidiaries, including Parent or their respective officers the Merger Sub, on the other hand, or directorsany change occurs with respect to other information supplied by any of the foregoing parties for inclusion in the Proxy Statement, should be discovered by the Company that which is required to be set forth described in an amendment of, or a supplement to to, the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each applicable party hereto shall promptly notify the other parties party of such event, and such applicable party shall cooperate in the receipt of comments of, or any requests by, prompt filing with the SEC with respect of any necessary amendment or supplement to the Schedule 13E-3Proxy Statement and, and shall promptly supply as required by Law, in disseminating the other parties with copies of all correspondence between information contained in such party (amendment or its representatives) and supplement to the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..’s stockholders.

Proxy Statement. (a) If required by under applicable law in order to consummate law, the MergerCompany shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after the purchase of and payment for Merger Subsidiary purchases Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SEC, and shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC, . Parent and Merger Subsidiary shall promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior furnish to the Company Stockholders Meeting all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any event or circumstance relating to action contemplated by this Section 5.10. Parent, Merger Subsidiary and the Company or any shall cooperate with each other in the preparation of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, and the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing notify Parent of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to receipt of any comments or requests made by of the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties Proxy Statement and of the receipt of comments of, or any requests by, by the SEC with respect to the Schedule 13E-3, for any amendment or supplement thereto or for additional information and shall provide to Parent promptly supply the other parties with copies of all correspondence between such party (the Company or its representatives) any Representative of the Company and the SEC (or its staff) relating theretoSEC. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Purchaser Parent and Merger Sub each Subsidiary agrees to correct any information provided use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by it for use in the Schedule 13E-3 which SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall have become, or is false or misleading..mail the Proxy Statement to the stockholders of the Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Company that the Company’s stockholders vote to approve the Merger and this Agreement.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly As soon as practicable after following the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with a the SEC, Proxy Statement and shall use all its reasonable best efforts to have the Proxy Statement cleared by the Commission as promptly as reasonably practicable, and, in addition, shall also take any action required to be taken under applicable law in connection with the consummation of the transactions contemplated by this Agreement. Parent, Merger Sub and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with the provisions of this Section 5.2. (b) Prior to the date of approval of the Merger by Company's stockholders, each of Parent, Merger Sub and the Company shall correct promptly any information provided by it to be used specifically in the Proxy Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the Commission and have cleared by the SECCommission any amendment or supplement to the Proxy Statement as so corrected to be disseminated to the stockholders of Company to the extent required by applicable law. Without limiting the generality of the foregoing, the Company shall notify the Parent promptly of the receipt of the comments of the Commission and promptly thereafter shall mail of any request by the Commission for amendments or supplements to its stockholders, the Proxy Statement. The Proxy Statement , or for additional information, and shall contain supply the recommendation Parent with copies of all correspondence between Company or its representatives, on the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger one hand, and the Commission or members of its staff, on the other transactions contemplated hereby. The Company agrees not hand, with respect to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurateStatement. If at any time prior to the Company Stockholders Meeting (as defined in Section 5.3) any event or circumstance should occur relating to Parent, Merger Sub or the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that directors which is required to be set forth described in an amendment or supplement to the Proxy Statement, the parties shall promptly inform each other. Whenever any event occurs which is required to be described in an amendment or a supplement to the Proxy Statement, Parent, Merger Sub and the Company shall, upon learning of such event, cooperate in promptly preparing, filing and clearing with the Commission and mailing to the stockholders of Company such amendment or supplement; provided, however, that, prior to such mailing, (i) Parent, Merger Sub and the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate consult with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC each other with respect to the Schedule 13E-3. Each party hereto such amendment or supplement, (ii) shall promptly notify the afford each other parties of the receipt of comments of, reasonable opportunity to comment thereon and (iii) each such amendment or any requests by, the SEC with respect supplement shall be reasonably satisfactory to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..other.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly as practicable after the purchase In connection with its 2018 annual meeting of and payment for Shares by Purchaser pursuant to the Offerstockholders, the Company shall prepare and file with the SECCommission 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 shall use all reasonable efforts to have cleared the extent permitted by the SECCertificate of Designation, and promptly thereafter shall mail the issuance of the Underlying Shares upon such conversion, which issuance of shares, when aggregated with the Common Stock, may exceed 20% of the outstanding Common Stock prior to its stockholders, the Proxy Statementdate of this Agreement (the “Proposal”). The Proxy Statement shall contain include the recommendation of the Board to its stockholders that they vote in favor of Directors that stockholders adoption of the foregoing proposal. (c) The Company approve shall give counsel to the Purchasers a reasonable opportunity to review and adopt this Agreement comment on the Proxy Statement each time before that document (or any amendment or supplement thereto) is filed with the Commission, and approve the Merger reasonable and the other transactions contemplated herebygood faith consideration shall be given to any comments made by counsel. The Company agrees not shall (i) promptly provide such counsel with any comments or other communications, whether written or oral, that the Company may receive from the Commission or its staff with respect to mail the Proxy Statement promptly after receipt of those comments or other communications and (ii) provide such counsel with a reasonable opportunity to its stockholders until Purchaser confirms participate 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 the information provided by Purchaser continues to be accurateCommission. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy StatementThereafter, the Company shall promptly inform Purchaser respond to such comments and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholdersfile any amendments thereto. (bd) If requiredthe 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 Proposal is approved by the Company’s stockholders, the Company, Purchaser Company shall prepare and Merger Sub shall cooperate file with one another in the preparation and filing of Commission a definitive proxy statement which includes the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3Proposal, and shall promptly supply the other parties with copies of all correspondence between give Purchasers’ counsel opportunity to review and comment on such party definitive proxy statement as set forth in subsection (or its representativesc) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..above.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as reasonably practicable after the purchase execution of this Agreement (and payment for Shares by Purchaser pursuant to in no event later than 20 days from the Offerdate of this Agreement), the Company shall prepare the Proxy Statement and file it with the SEC, SEC and the Company and Parent shall use all reasonable efforts to have cleared by cooperate with each other in connection with the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation preparation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated herebyforegoing. The Company agrees not shall use reasonable best efforts to mail respond as promptly as practicable to and resolve all comments received from the SEC or its staff concerning the Proxy Statement and shall cause the Proxy Statement to be mailed to its stockholders until Purchaser confirms that shareholders as promptly as reasonably practicable after the information provided resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by Purchaser continues to be accurate. If at the SEC or its staff or any time prior other government officials for amendments or supplements to the Company Stockholders Meeting any event or circumstance relating to Proxy Statement and shall supply Parent with copies of all correspondence between the Company or any of its Subsidiaries or affiliatesRepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall not file the Proxy Statement or any amendments thereof with the SEC without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, with respect to disclosures relating to Parent or without otherwise providing Parent, Merger Sub and their respective officers counsel a reasonable opportunity to review and propose comments on the Proxy Statement or directors, should be discovered by such amendments (and the Company that is shall in good faith give reasonable consideration to any such comments). The Company will not have or participate in any meetings or discussions with any Governmental Entity regarding the Proxy Statement without first consulting with Parent. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to it as may be required to be set forth in a supplement to the Proxy StatementStatement under applicable Law. Parent agrees that such information supplied by or on behalf of Parent or Merger Sub in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to shareholders of the Company and at the time of the Shareholders Meeting or filed with the SEC (as applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees that the Proxy Statement (i) will not, on the date it is first mailed to shareholders of the Company and at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the foregoing shall promptly inform Purchaser and Merger Sub, so supplement not apply with respect to information contained or incorporated by reference in the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and supplied by or on behalf of Parent or Merger Sub shall cooperate with one another for inclusion (or incorporation by reference) in the preparation Proxy Statement and filing (ii) will comply as to form in all material respects with the applicable requirements of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..Exchange Act.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and, after consultation with Acquiror, file a preliminary Proxy Statement with the SEC under the Exchange Act. The parties hereto shall cooperate with each other in the preparation of the Proxy Statement. In addition, each of the Company and Acquiror shall, or shall cause their respective affiliates to, prepare and, after consultation with each other, file with the SECSEC all other filings that are required to be filed by such party in connection with the transactions contemplated hereby (the “Other Filings”). Each of the Company and Acquiror shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or, to the extent applicable, the Other Filings, or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. The Company shall promptly notify Acquiror of the receipt of any comments of the SEC with respect to the Proxy Statement or any of the Other Filings or of any requests by the SEC for any amendment or supplement thereto or for additional information to the Proxy Statement or the Other Filings and shall use promptly provide to Acquiror copies of all reasonable efforts to have cleared by correspondence between the Company or any representative of the Company and the SEC, and promptly thereafter . The parties hereto shall mail cooperate with each other in the preparation of any amendment or supplement to its stockholders, the Proxy Statement. The Company shall give Acquiror and its counsel the opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and shall contain give Acquiror and its counsel the recommendation of opportunity to review and comment on all amendments and supplements to the Board of Directors that stockholders Proxy Statement and all responses to requests for additional information and replies to comments and shall include in such documents or responses all comments reasonably proposed by Acquiror prior to their being filed with, or sent to, the SEC. Each of the Company approve and adopt this Agreement and approve the Merger and Acquiror shall use its reasonable efforts, after consultation with the other transactions contemplated herebyparties hereto, to respond as promptly as practicable to all such comments of and requests by the SEC. The After satisfactorily responding to all such comments of and requests by the SEC, the Company agrees not shall use its reasonable efforts to mail have the Proxy Statement to its stockholders until Purchaser confirms that cleared by the information provided by Purchaser continues SEC and thereafter cause the Proxy Statement and all required amendments and supplements thereto to be accuratemailed to the holders of Company Common Shares entitled to vote at the Company Shareholders Meeting as soon as reasonably practicable following clearance from the SEC. If at any time prior to the Company Stockholders Meeting Effective Time, any event or circumstance information relating to the Company or Acquiror or any of its Subsidiaries or affiliates, or its or their respective officers Subsidiaries, officers, members, trustees or directors, should be discovered by the Company that is required to or Acquiror which should be set forth in a an amendment or supplement to the Proxy Statement, Statement or the Company shall promptly inform Purchaser and Merger SubOther Filings, so supplement that the Proxy Statement and mail such supplement or the Other Filings shall not contain any untrue statement of a material fact or omit to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information state any material fact required to be included stated therein or necessary in order to make the Schedule 13E-3 and to respond promptly to any comments or requests made by statements therein, in light of the SEC with respect to circumstances under which they are made, not misleading, the Schedule 13E-3. Each party hereto which discovers such information shall promptly notify the other parties party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading...

Proxy Statement. As soon as reasonably practicable following the date of this Agreement, the Company shall, with the assistance and approval (anot to be unreasonably withheld or delayed) If of Parent, prepare and file with the SEC the Proxy Statement. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by applicable law the Exchange Act and the rules and regulations promulgated thereunder to be set forth in order the Proxy Statement. The Company shall not file the preliminary Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to consummate review and comment thereon (which comments shall be reasonably considered by the Merger, Company). The Company shall include in the Proxy Statement (except to the extent that the Company has effected a Change of Recommendation in accordance with Section 6.1) the Recommendation. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the purchase of Proxy Statement in definitive form to be cleared by the SEC and payment for Shares by Purchaser pursuant mailed to the Offer, the Company shall prepare and file Company’s shareholders as promptly as reasonably practicable following filing with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time consult with Parent prior to the Company Stockholders Meeting any event or circumstance relating responding to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any SEC comments or requests made by the SEC with respect to the Schedule 13E-3preliminary Proxy Statement. Each party hereto shall promptly notify the other parties of the receipt of comments ofParent, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) Merger Sub and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees Company agree to correct any information provided by it for use in the Schedule 13E-3 Proxy Statement which shall have become, or is become false or misleading... The Company shall as soon as reasonably practicable (i) 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 and (ii) provide Parent with copies of all written correspondence between Parent and its employees and other authorized representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement.

Proxy Statement. (ai) If required by applicable law in order to consummate the Merger, as promptly as practicable Within 120 days after the purchase of and payment for Shares by Purchaser pursuant to the Offerdate hereof, the Company shall prepare and file with the SECCommission a proxy statement that shall include a proposal to approve the issuance of any Warrant Shares in excess of the Warrant Shares Cap at a price that is less than the Minimum Price, if applicable, in each case, for the purpose of complying with NYSE American Section 713(a) and shall use all reasonable efforts to have cleared by NYSE Rule 312.03(c) (the SEC, “Company Stockholder Matters” and promptly thereafter shall mail to its stockholderssuch proxy statement together with any amendments thereof or supplements thereto, the “Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby”). The Company agrees not shall consult with Amazon prior to mail filing any Proxy Statement, or responding to any comments from the Commission or its staff with respect thereto (to the extent any comments from the Commission relate to the subject matter hereof), and provide Amazon with no less than three Business Days to comment thereon, and which revisions the Company shall make absent a reasonable basis for objection (and shall provide Amazon prompt notice of any such objection, the basis therefor and a reasonable opportunity to consider and discuss such objection with the Company). The Company shall notify Amazon within one Business Day of the receipt of any comments from the Commission or its staff with respect to the Proxy Statement and of any request by the Commission or its staff for amendments or supplements to its stockholders until Purchaser confirms that the such Proxy Statement or for additional information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to and shall supply Amazon with copies of all correspondence between the Company or any of its Subsidiaries or affiliatesRepresentatives, on the one hand, and the Commission or its or their respective officers or directorsstaff, should be discovered by on the Company that is required other hand, with respect to be set forth in a supplement to the such Proxy Statement, the . The Company shall promptly inform Purchaser and Merger Sub, so supplement (A) cause the Proxy Statement to comply with the applicable rules and mail such supplement to its stockholders. regulations promulgated by the Commission and (bB) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by of the SEC with respect Commission or its staff relating to the Schedule 13E-3. Each party hereto shall promptly notify Proxy Statement. (ii) The Company covenants and agrees that the other parties Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will (A) comply as to form in all material respects with the requirements of Applicable Law, and (B) 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 receipt of comments ofcircumstances under which they were made, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or not misleading...

Proxy Statement. The Company shall promptly notify Parent (aand NRG with respect to the matters relating to NRG or the NRG Sale) If required of the receipt of all comments from the SEC with respect to the Proxy Statement and of any request by applicable law the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent (and NRG with respect to matters relating to NRG or the NRG Sale) copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement and shall provide Parent (and NRG with respect to the matters relating to NRG or the NRG Sale) an opportunity to review and comment on any such amendment, supplement or response to the SEC and shall consider in order good faith any comments reasonably proposed by Parent (and NRG with respect to consummate the Merger, matters relating to NRG or the NRG Sale). 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. The Company shall cause the definitive Proxy Statement to be mailed as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to date the OfferSEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement; provided, that the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not be required to mail the Proxy Statement prior to its the seventh business day following the No-Shop Period Start Date. To the extent required by applicable Law in the good faith judgment of the Company, the Company shall, as promptly as reasonably practicable prepare, file and distribute to the stockholders until Purchaser confirms that of the information provided by Purchaser continues Company any supplement or amendment to be accurate. If the Proxy Statement if any event shall occur which requires such action at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholdersMeeting. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase execution of this Agreement (and payment for Shares by Purchaser pursuant to in any event within fifteen (15) Business Days of the Offerdate hereof), the Company Company, in cooperation with the Buyer, shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, SEC the Proxy Statement. The Company shall respond to any comments of the SEC or its staff concerning the Proxy Statement and shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail cause the Proxy Statement to be mailed to its stockholders until Purchaser confirms that at the information provided earliest practicable time after the resolution of any such comments. The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by Purchaser continues to be accurate. If at the SEC or its staff or any time prior other government officials for amendments or supplements to the Company Stockholders Meeting any event or circumstance relating to Proxy Statement and shall supply the Buyer with copies of all correspondence between the Company or any of its Subsidiaries or affiliatesRepresentatives, on the one hand, and the SEC, or its staff or their respective officers any other government officials, on the other hand, with respect to the Proxy Statement. The Company (x) shall provide the Buyer with a reasonable opportunity to review and comment on the Proxy Statement prior to filing with the SEC and any responses to comments or directors, should be discovered inquiries by the SEC with respect to any filings of the Proxy Statement, (y) shall consider in good faith including in the Proxy Statement and such responses all comments reasonably proposed by the Buyer in respect of the filings and (z) shall provide the Buyer and its counsel a reasonable opportunity to participate in any material discussions or meetings with the SEC or its staff with respect to such filings to the extent permitted by the SEC. The Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder. Whenever any event occurs that is required to be set forth in a an amendment or supplement to the Proxy Statement, the Company Buyer or the Company, as the case may be, shall promptly inform Purchaser the other of such occurrence and Merger Subcooperate in filing with the SEC or its staff or any other government officials, so supplement the Proxy Statement and mail such supplement and/or mailing to its stockholders. (b) If required, stockholders of the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments such amendment or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..supplement.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase execution of this Agreement, Company and payment for Shares by Purchaser pursuant to the OfferAcquiror, the Company in consultation with each other, shall prepare and Company shall file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, SEC the Proxy Statement. The Company shall not make any filing of, or amendment or supplement to the Proxy Statement without Acquiror’s prior written consent (which shall contain the recommendation not be unreasonably withheld). Company and Acquiror shall respond to any comments of the Board of Directors that stockholders of the Company approve SEC or its staff and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail shall cause the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior mailed to the Company Stockholders Meeting at the earliest practicable time after the resolution of any event such comments. Company shall notify Acquiror promptly upon the receipt of any comments from the SEC or circumstance relating its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Acquiror with copies of all correspondence between Company or any of its Subsidiaries or affiliatesrepresentatives, on the one hand, and the SEC, or its staff or their respective officers any other government officials, on the other hand, with respect to the Proxy Statement. Company shall cause all documents that it is responsible for filing with the SEC or directors, should be discovered by other regulatory authorities under this Section 6.1 to comply in all material respects with all applicable requirements of law and the Company that rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in a an amendment or supplement to the Proxy Statement, Acquiror or Company, as the Company case may be, shall promptly inform Purchaser the other of such occurrence and Merger Subcooperate in filing with the SEC or its staff or any other government officials, so supplement the Proxy Statement and mail such supplement and/or mailing to its stockholders. (b) If required, the stockholders of Company, Purchaser such amendment or supplement. Company and Merger Sub Acquiror shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to make any comments or requests made by the SEC necessary filings with respect to the Schedule 13E-3. Each party hereto shall promptly notify Merger under the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) Exchange Act and the SEC (or its staff) relating thereto. The Company, Purchaser rules and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..regulations thereunder.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, The Company shall (i) as promptly as practicable after the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with the SEC a proxy statement relating to the Company Stockholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”), (ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments, (iv) use its reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC and thereafter mail to its stockholders such Proxy Statement as promptly as practicable, and (v) to the extent required by applicable Law, promptly file and mail to the Company stockholders any supplement or amendment to the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or its staff or any requests from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with Parent and provide Parent with the opportunity to review and comment upon any response to such comments or requests prior to responding to any such comments or requests and shall reasonably consider Parent’s comments in good faith, and shall provide Parent promptly with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC and its staff, on the other hand. Parent shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing the Company, upon request, with any and all information as may be reasonably required to be set forth in the Proxy Statement under the Exchange Act. The Company will provide Parent a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC, and shall reasonably consider Parent’s comments in good faith. (b) The Company and Parent shall cooperate to (i) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to the transactions contemplated by this Agreement, and furnish to each other all information concerning such party as may be reasonably requested in connection with the preparation of the Schedule 13E-3, (ii) respond as promptly as reasonably practicable to any comments received from the staff of the SEC with respect to such filings and consult with each other prior to providing any response, (iii) as promptly as reasonably practicable, prepare and file any amendments or supplements necessary to be filed in response to any such comments, (iv) use all reasonable best efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation staff of the Board of Directors that stockholders of SEC the Company approve Schedule 13E-3 and adopt this Agreement (v) to the extent required by applicable Law, as promptly as reasonably practicable prepare and approve file any supplement or amendment to the Merger and Schedule 13E-3. Each party shall promptly notify the other transactions contemplated hereby. The Company agrees not upon the receipt of any comments (written or oral) from the SEC or its staff or any requests from the SEC or its staff for amendments or supplements to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If Schedule 13E-3. (c) If, at any time prior to the Company Stockholders Stockholders’ Meeting any event or circumstance information relating to the Company or Parent or any of its Subsidiaries or affiliates, or its or their respective officers or directors, Affiliates should be discovered by the Company that is required to or Parent which should be set forth in a an amendment or supplement to the Proxy StatementStatement or Schedule 13E-3, the Company shall promptly inform Purchaser and Merger Subas applicable, so supplement that the Proxy Statement and mail such supplement or Schedule 13E-3, as applicable, shall not contain any untrue statement of a material fact or omit to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information state any material fact required to be included stated therein or necessary in order to make the Schedule 13E-3 and to respond promptly to any comments or requests made by statements therein, in light of the SEC with respect to circumstances under which they are made, not misleading, the Schedule 13E-3. Each party hereto that discovers such information shall promptly notify the other parties party, and, to the extent required by applicable Law, the Company (or the Company and Parent jointly, in the case of the receipt of comments of, Schedule 13E-3) shall disseminate an appropriate amendment thereof or any requests bysupplement thereto describing such information to the Company’s stockholders. (d) Subject to Section 5.04, the SEC with respect to Company Recommendation shall be included in the Proxy Statement and the Schedule 13E-3, and the Company shall promptly supply use reasonable best efforts to secure the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..Required Stockholder Vote.

Proxy Statement. (a) If required by applicable law in order to consummate Promptly following the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offerdate hereof, the Company shall prepare and file cause to be filed with the SEC a proxy statement relating to the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”), and, if necessary to be filed in connection with the transactions contemplated hereby (as determined jointly by the parties based on any written comments from SEC, unless the parties shall otherwise agree), the Company and Parent shall, or shall cause their respective Affiliates to, prepare and cause to be filed with the SEC the Schedule 13E-3. Each of the Company and Parent shall, and shall cause its Affiliates to, provide such information as may be necessary or appropriate in connection with the preparation of the Proxy Statement and any Schedule 13E-3. Each of the Company and Parent shall promptly (i) notify the other of the receipt of any comments from the SEC with respect to the Proxy Statement and any Schedule 13E-3 and of any request by the SEC for amendments of, or supplements to, the Proxy Statement and any Schedule 13E-3, and (ii) provide the other with copies of all correspondence between such party and the SEC with respect to the Proxy Statement and any Schedule 13E-3. Each of the Company and Parent shall use all its commercially reasonable efforts to resolve all comments from the SEC with respect to the Proxy Statement and any Schedule 13E-3 as promptly as practicable. As promptly as reasonably practicable after the Proxy Statement shall have been cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail shall cause the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement mailed to its stockholders. (b) If required, the Company, Purchaser The Company and Merger Sub Parent shall cooperate with one another notify each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments an amendment of, or any requests bysupplement to, the Proxy Statement so that the Proxy Statement would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and as promptly as practicable thereafter, the Company shall file an appropriate amendment or supplement describing such information with the SEC with respect and, to the Schedule 13E-3extent required by applicable Law or the SEC, and shall promptly supply the other parties with copies of all correspondence between disseminate such party (amendment or supplement to its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..stockholders.

Proxy Statement. (a) If required by applicable law in order The Company shall use its reasonable best efforts to consummate the Mergerprepare and file, as promptly as practicable after the purchase date of and payment for Shares by Purchaser pursuant to this Agreement, but in any event not later than 30 calendar days after the Offerdate of this Agreement, the Proxy Statement in preliminary form with the SEC; provided, that the Company shall prepare give to Parent the opportunity to review and file with comment on the SEC, initial preliminary and shall use all reasonable efforts subsequent forms or versions of or amendments to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to and the Company Stockholders Meeting any event shall take into good faith consideration and include all of Parent’s reasonable comments to each version of or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement amendment to the Proxy Statement; and provided, further, that the Company shall promptly inform Purchaser not file or submit the initial preliminary or any subsequent forms or versions of or amendments to the Proxy Statement without the prior written consent of Parent (which consent shall not be unreasonably withheld). The Company and Merger Sub, so supplement Parent shall cooperate with each other in the preparation of the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub all amendments thereto. The Company shall cooperate with one another in the preparation and filing promptly notify Parent of the Schedule 13E-3 and shall use receipt of all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by of the SEC with respect to the Schedule 13E-3. Each party hereto Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly notify provide to Parent copies of all correspondence between the other parties Company and/or any of the receipt of comments of, or any requests by, its Representatives and the SEC with respect to the Schedule 13E-3, Proxy Statement. The Company and Parent shall each use its respective best efforts to promptly supply provide responses to the other parties SEC with copies of respect to all correspondence between such party (or its representatives) comments received on the Proxy Statement by the SEC and the Company shall cause the definitive Proxy Statement to be mailed as promptly as possible after the date the SEC (staff advises that it has no further comments thereon or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in that the Schedule 13E-3 which shall have become, or is false or misleading..Company may commence mailing the Proxy Statement.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly As soon as practicable after following the purchase execution of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall shall, in cooperation with the Parent, prepare and file with the SECSEC the Proxy Statement; provided, however, that the Company shall give to the Parent the opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments to the Proxy Statement and the Company shall use take into good faith consideration all of the Parent’s reasonable efforts comments to have cleared by the SEC, and promptly thereafter shall mail each version of or amendment to its stockholders, the Proxy Statement. The Company shall respond as promptly as reasonably practicable to any comments of the SEC or its staff concerning the Proxy Statement and shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail cause the Proxy Statement to be mailed to its stockholders until Purchaser confirms that at the information provided earliest practicable time after the resolution of any such comments. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by Purchaser continues to be accurate. If at the SEC or its staff or any time prior other government officials for amendments or supplements to the Company Stockholders Meeting any event or circumstance relating to Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or any of its Subsidiaries or affiliatesrepresentatives, on the one hand, and the SEC, or its staff or their respective officers any other government officials, on the other hand, with respect to the Proxy Statement. Prior to mailing the Proxy Statement, or directorsfiling any other required filings (or, should be discovered by in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide the Parent with a reasonable opportunity to review and comment on such document or response and shall consider Parent’s comments in good faith. The Company shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder. The Company shall ensure that the Proxy Statement (a) will not, on the date it is first mailed to stockholders of the Company and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (b) will comply as to form in all material respects with the applicable requirements of the Exchange Act; provided that the Company shall have no obligation with respect to statements made in the Proxy Statement with respect to the Parent or Merger Sub based on information supplied in writing by or on behalf of the Parent or Merger Sub specifically for inclusion in the Proxy Statement. Whenever any event occurs which is required to be set forth in a an amendment or supplement to the Proxy Statement, the Company Parent or the Company, as the case may be, shall promptly inform Purchaser the other of such occurrence and Merger Subcooperate in filing with the SEC or its staff or any other government officials, so supplement the Proxy Statement and mail such supplement and/or mailing to its stockholders. (b) If required, stockholders of the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments such amendment or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..supplement.

Proxy Statement. (a) If required by applicable law in order to consummate Promptly following the Merger, as promptly as practicable after the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare Seller Parties and file Parent shall, except as otherwise provided for herein, cooperate in preparing a proxy statement or information statement that meets the requirements of the Exchange Act (together with any amendments thereof or supplements thereto, the SEC, “Proxy Statement”) to seek adoption and approval of the Parent Amendment and the approval of the Parent Issuance by Parent’s stockholders. Parent shall use all its commercially reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail cause the Proxy Statement to its be mailed to Parent’s stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall as promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating theretoas reasonably practicable. The Company, Purchaser Seller Parties and Merger Sub Parent each agrees agree to correct any information provided by it for use in the Schedule 13E-3 which Proxy Statement that shall have become, or is become false or misleading... Parent will promptly notify the Seller Parties of the receipt of any comments from the SEC and any request by the SEC for any amendment to the Proxy Statement or for additional information. Parent shall consult with the Seller Parties with respect to all filings with the SEC, including the Proxy Statement, and all mailings to Parent’s stockholders in connection with the Merger, including the Proxy Statement, shall be subject to the prior review and comment by the Seller Parties, and shall be reasonably acceptable to the Seller Parties. Each of the Seller Parties will furnish (or cause to be furnished) to Parent the information relating to it and its Affiliates required by the Exchange Act to be set forth in the Proxy Statement. Parent agrees to use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof filed by it and cause such Proxy Statement to be mailed to the Parent’s stockholders at the earliest practicable time.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly as practicable after the purchase In connection with its 2017 annual meeting of and payment for Shares by Purchaser pursuant to the Offerstockholders, the Company shall prepare and file with the SECCommission 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 shall use all reasonable efforts to have cleared the extent permitted by the SECCertificate of Designation, and promptly thereafter shall mail the issuance of the Underlying Shares upon such conversion, which issuance of shares, when aggregated with the Common Stock, may exceed 20% of the outstanding Common Stock prior to its stockholders, the Proxy Statementdate of this Agreement (the “Proposal”). The Proxy Statement shall contain include the recommendation of the Board to its stockholders that they vote in favor of Directors that stockholders adoption of the foregoing proposal. (c) The Company approve shall give counsel to the Purchasers a reasonable opportunity to review and adopt this Agreement comment on the Proxy Statement each time before that document (or any amendment or supplement thereto) is filed with the Commission, and approve the Merger reasonable and the other transactions contemplated herebygood faith consideration shall be given to any comments made by counsel. The Company agrees not shall (i) promptly provide such counsel with any comments or other communications, whether written or oral, that the Company may receive from the Commission or its staff with respect to mail the Proxy Statement promptly after receipt of those comments or other communications and (ii) provide such counsel with a reasonable opportunity to its stockholders until Purchaser confirms participate 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 the information provided by Purchaser continues to be accurateCommission. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy StatementThereafter, the Company shall promptly inform Purchaser respond to such comments and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholdersfile any amendments thereto. (bd) If requiredthe stockholders do not approve such Proposal at the 2017 annual meeting of stockholders, then in connection with each subsequent annual meeting of stockholders until the Proposal is approved by the Company’s stockholders, the Company, Purchaser Company shall prepare and Merger Sub shall cooperate file with one another in the preparation and filing of Commission a definitive proxy statement which includes the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3Proposal, and shall promptly supply the other parties with copies of all correspondence between give Purchasers’ counsel opportunity to review and comment on such party definitive proxy statement as set forth in subsection (or its representativesc) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..above.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase execution of this Agreement (and payment for Shares by Purchaser pursuant using all reasonable efforts to the Offerfile on or prior to November 30, 2005), the Company Company, in cooperation with the Buyer, shall prepare and file with the SEC the Proxy Statement and the Schedule 13E-3. Subject to Section 6.1(b), the Company, acting through the Company Board, shall include in the Proxy Statement and the Schedule 13E-3 the recommendation of the Special Committee and the Company Board that the stockholders of the Company vote in favor of the adoption of this Agreement (the “Company Recommendation”). The Company shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify the Buyer promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or the Schedule 13E-3 and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, and or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or Schedule 13E-3. The Company shall use all reasonable efforts to have cleared by cause all documents that it is responsible for filing with the SEC, and promptly thereafter shall mail SEC or other regulatory authorities under this Section 6.2 to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation comply in all material respects with all applicable requirements of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger law and the other transactions contemplated herebyrules and regulations promulgated thereunder. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting Whenever any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that occurs which is required to be set forth in a an amendment or supplement to the Proxy Statement or the Schedule 13E-3, the Buyer or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement, the Company shall promptly inform Purchaser and Merger SubSchedule 13E-3, so supplement the Proxy Statement and mail such supplement any amendment thereto, any other soliciting material or any response to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect thereto the Company shall provide the Buyer a reasonable amount of time to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, review and comment on such document or any requests by, the SEC with respect to the Schedule 13E-3, response and shall promptly supply include in such document comments reasonably proposed by the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..Buyer.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly As soon as practicable after following the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with the SECSEC (subject to the prior review and approval of Parent, and which approval shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, not be unreasonably withheld) the Proxy Statement. The Proxy Statement Company and Parent shall contain cooperate with each other in the recommendation preparation of the Board of Directors that stockholders Proxy Statement. Without limiting the generality of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not foregoing, prior to mail filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its stockholders until Purchaser confirms that staff with respect thereto, the information provided Company shall provide Parent reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Purchaser continues to be accurate. If Parent. (b) If, at any time prior to the Company Stockholders Meeting Effective Time, any event or circumstance information relating to the Company Company, Parent or Merger Sub or any of its Subsidiaries or affiliates, or its or their respective officers or directors, Affiliates should be discovered by the Company that is required to Company, Parent or Merger Sub which should be set forth in a an amendment or supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, Statement so supplement that the Proxy Statement and mail such supplement shall not contain any untrue statement of a material fact or omit to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information state any material fact required to be included stated therein or necessary in order to make the Schedule 13E-3 and to respond promptly to any comments or requests made by statements therein, in light of the SEC with respect to circumstances under which they are made, not misleading, the Schedule 13E-3. Each party hereto that discovers such information shall promptly notify the other parties and, to the extent required by applicable Law, the Company shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company's shareholders. (c) The Company and Parent shall use their reasonable best efforts, after consultation with the other party, to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of the Company and Parent shall as soon as reasonably practicable notify the other party of the receipt of any comments of, from or any requests by, other correspondence with the SEC staff with respect to the Schedule 13E-3Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and promptly deliver a copy of such comments, and shall promptly supply correspondence or request to the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating theretoparty). The Company, Purchaser and Merger Sub each agrees Company shall cause the Proxy Statement to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..be mailed to its shareholders as promptly as practicable.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase execution of this Agreement, Parent and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare in consultation with each other prepare, and the Company shall file with the SEC, and preliminary proxy materials which shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, constitute the Proxy Statement. The As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, Parent and the Company shall, in consultation with each other, prepare and the Company shall file any required amendments to, and the definitive, Proxy Statement shall contain with the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated herebySEC. The Company agrees not shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to mail the Proxy Statement to its stockholders until Purchaser confirms that the or for additional information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to and shall consult with Parent regarding, and supply Parent with copies of, all correspondence between the Company or any of its Subsidiaries or affiliatesRepresentatives, on the one hand, and the SEC or its or their respective officers or directorsstaff, should be discovered by on the Company that is required to be set forth in a supplement other hand, with respect to the Proxy Statement. Without limiting 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, the Company (i) shall promptly inform Purchaser provide Parent with a reasonable opportunity to review and Merger Sub, so supplement the Proxy Statement comment on such document or response and (ii) shall not file or mail such supplement document or respond to its stockholdersthe SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld, delayed or conditioned. (b) If required, the Company, Purchaser The Company and Merger Sub Parent shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to make any comments or requests made by the SEC necessary filings with respect to the Schedule 13E-3. Each party hereto shall promptly notify Merger under the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) Exchange Act and the SEC (or its staff) relating thereto. The Company, Purchaser rules and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..regulations thereunder.

Proxy Statement. As promptly as reasonably practicable following the date hereof, the Company shall prepare and cause to be filed with the SEC the Proxy Statement. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto (a) If required and to review and comment on any comments of the SEC or its staff on the Proxy Statement or any amendments or supplements thereto), and shall reasonably consider all comments made by Parent, prior to the filing thereof. Each of the Company and Parent shall use its reasonable best efforts to cause the Proxy Statement to comply in all material respects with the applicable law in order rules and regulations of the SEC and other applicable Legal Requirements. The Company shall promptly provide Parent and its legal counsel with a copy or a description of any comments received by the Company or its legal counsel from the SEC or its staff with respect to consummate the MergerProxy Statement or any amendment or supplement thereto, and shall respond promptly to any such comments. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the purchase earlier of: (i) receiving notification that the SEC or its staff is not reviewing the Proxy Statement; or (ii) receiving notification of and payment for Shares by Purchaser pursuant to final resolution of any comments received from the Offer, the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to SEC or its stockholders, staff concerning the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its the Subsidiaries or affiliatesoccurs, or its or their respective officers or directorsif the Company becomes aware of any information, that should be discovered by the Company that is required to be set forth disclosed in a an amendment or supplement to the Proxy Statement, then the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, Parent thereof and shall promptly supply the other parties file such amendment or supplement with copies of all correspondence between such party (or its representatives) and the SEC (and, if appropriate, mail such amendment or its staff) relating thereto. The supplement to the stockholders of the Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading...

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase execution of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with the SEC, and shall use all reasonable efforts SEC a proxy statement to have cleared by be sent to the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve relating to the Stockholders' Meeting (such proxy statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), and adopt this Agreement and approve the Merger Parent and the Company shall --------------- use their reasonable best efforts to have the Proxy Statement cleared by the SEC promptly after such filing. Parent, Merger Sub and the Company shall cooperate with each other transactions contemplated herebyin the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC. The Company shall provide Parent and its counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees not to mail use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues and all required amendments and supplements thereto to be accuratemailed to the holders of Shares entitled to vote at the Stockholders' Meeting at the earliest practicable time. If If, at any time prior to the Effective Time, (i) the Company Stockholders Meeting discovers any event or circumstance relating to the Company or any of its Subsidiaries or affiliatesSubsidiary, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a an amendment or supplement to the Proxy Statement, the Company shall promptly inform Purchaser Parent; and (ii) Parent discovers any event or circumstance relating to Parent or Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If requiredor their respective officers or directors, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information that is required to be included set forth in the Schedule 13E-3 and to respond promptly to any comments an amendment or requests made by the SEC with respect supplement to the Schedule 13E-3. Each party hereto Proxy Statement, Parent shall promptly notify inform the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading...

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly as practicable The Company shall (i) no later than thirty (30) days after the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare in consultation with Parent, prepare, and file with the SECSEC a proxy statement relating to the Company Shareholders’ Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”), (ii) respond promptly to any comments received from the SEC or the staff of the SEC with respect to such filings, (iii) promptly after consulting with Parent, prepare and shall file any amendments or supplements necessary to be filed in response to any such comments and (iv) use all its reasonable best efforts to have cleared by the SECstaff of the SEC the Proxy Statement and thereafter commence mailing to the Company Shareholders such Proxy Statement within three (3) Business Days, and promptly thereafter shall (v) to the extent required by applicable Law, file and mail to its stockholders, the Company Shareholders any supplement or amendment to the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments (written or oral) from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, shall consult with Parent and provide Parent with the opportunity to review and comment on any response to such comments or requests prior to responding to any such comments or request, and shall provide Parent promptly with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Parent shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing the Company upon request with any and all information as may be reasonably required or requested to be set forth in the Proxy Statement shall contain under the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated herebyExchange Act. The Company agrees not shall provide Parent a reasonable opportunity to mail review and comment upon the Proxy Statement, or any amendments or supplements thereto, prior to filing the same with the SEC, and all such filings shall be in form and substance reasonably satisfactory to Parent. (b) The Company and Parent shall cooperate to (i) concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the “Schedule 13E-3”) relating to its stockholders until Purchaser confirms that the transactions contemplated by this Agreement, and furnish to each other all information provided by Purchaser continues concerning such Party as may be reasonably requested in connection with the preparation of the Schedule 13E-3, (ii) respond promptly to any comments received from the SEC or the staff of the SEC with respect to such filings and shall consult with each other prior to providing such response, (iii) promptly after consulting with each other, prepare and file any amendments or supplements necessary to be accuratefiled in response to any such comments, (iv) use reasonable best efforts to have cleared by the SEC the Schedule 13E-3 and (v) to the extent required by applicable Law, prepare and file any supplement or amendment to the Schedule 13E-3. If Each Party shall promptly notify the other upon the receipt of any comments (written or oral) from the SEC regarding the Schedule 13E-3 or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 13E-3. (c) If, at any time prior to the Company Stockholders Shareholders’ Meeting any event or circumstance information relating to the Company or Parent or any of its Subsidiaries or affiliates, or its or their respective officers or directors, Affiliates should be discovered by the Company that is required to or Parent which should be set forth in a an amendment or supplement to the Proxy StatementStatement or Schedule 13E-3, the Company shall promptly inform Purchaser and Merger Subas applicable, so supplement that the Proxy Statement and mail such supplement or Schedule 13E-3, as applicable, shall not contain any untrue statement of a material fact or omit to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information state any material fact required to be included stated therein or necessary in order to make the Schedule 13E-3 and to respond promptly to any comments or requests made by statements therein, in light of the SEC with respect to circumstances under which they are made, not misleading, the Schedule 13E-3. Each party hereto Party that discovers such information shall promptly notify the other parties of Party and, to the receipt of comments of, or any requests byextent required by applicable Law, the SEC with respect to Company (or the Company and Parent jointly, in the case of the Schedule 13E-3) shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company Shareholders promptly following such notification. (d) Subject to Section 6.04, the Company Recommendation shall be included in the Proxy Statement and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which and, unless there has been an Adverse Company Recommendation, the Company shall have become, or is false or misleading..use reasonable best efforts to secure the Required Shareholder Vote.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable reasonably practicable, and in any event within forty-five days after the purchase date of and payment for Shares by Purchaser pursuant this Agreement (or such later date as Parent may consent to the Offerin writing, which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall prepare and file with the SEC, in preliminary form, a proxy statement relating to a meeting of the Company Stockholders (the “Company Stockholder Meeting”) (as amended or supplemented from time to time, the “Proxy Statement”). Subject to Section 5.1(b), the Company shall include the Special Committee Recommendation and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, Company Board Recommendation in the Proxy Statement. The Parent shall furnish all information concerning itself and its Affiliates that is reasonably requested by the Company to be included in the Proxy Statement and shall contain otherwise assist and cooperate with the recommendation Company in the preparation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger Proxy Statement and the other transactions contemplated herebyresolution of any comments thereto received from the SEC. The Company agrees not shall use its reasonable best efforts to mail respond as promptly as reasonably practicable to any (written or oral) substantive comments of the SEC with respect to the Proxy Statement and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable and to file the Proxy Statement with the SEC in definitive form promptly thereafter. The Company shall promptly notify Parent upon the receipt of any (written or oral) substantive comments from the SEC or its stockholders until Purchaser confirms staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with a copy of all material written correspondence between the Company or any of the Company’s Representatives, on the one hand, and the SEC or its staff, on the other hand (and a summary of any substantive oral conversations) with respect to the Proxy Statement or the Transactions. Until such time as there has been a Company Adverse Change Recommendation, the Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC and disseminating such documents to the Company Stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall give due consideration, in good faith, to including any comments on each such document or response that the information provided are reasonably proposed by Purchaser continues to be accurateParent. If If, at any time prior to the Company Stockholders Meeting Meeting, any event or circumstance information relating to the Company Company, Parent or any of its Subsidiaries or affiliates, or its or their respective officers Affiliates, officers, directors or directors, other Representatives should be discovered by the Company or Parent that is required to should be set forth in a an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties, and the Company shall promptly inform Purchaser and Merger Sub, so file an appropriate amendment or supplement to the Proxy Statement and mail describing such information with the SEC and, to the extent required by applicable Legal Requirements, cause such amendment or supplement to its stockholdersbe promptly disseminated to the Company Stockholders. (b) If requiredThe Company shall, as promptly as reasonably practicable after the date on which the Company is informed that the SEC does not intend to review the Proxy Statement or has no further comments thereon, (i) mail or cause to be mailed the Proxy Statement (including a form of proxy) in definitive form to the Company Stockholders in accordance with applicable Legal Requirements and the Company’s amended and restated bylaws, as amended; and (ii) subject to applicable Legal Requirements, take all other action necessary under all applicable Legal Requirements, the Certificate of Incorporation, the Company’s amended and restated bylaws, Purchaser as amended, and Merger Sub shall cooperate the rules of Nasdaq to duly call, give notice of, convene and hold the Company Stockholders Meeting. Notwithstanding anything to the contrary in this Agreement, the Company may, in its sole discretion, adjourn, recess or postpone the Company Stockholders Meeting (A) with one another the written consent of Parent, (B) after consultation with Parent, to the extent the Company (or the Special Committee) determines is necessary or advisable (1) to permit the preparation, filing and dissemination of any supplement or amendment to the Proxy Statement that the Company (or the Special Committee) has determined is reasonably likely to be required under applicable Legal Requirements and (2) for such supplement or amendment to be duly reviewed by the Company Stockholders in advance of the Company Stockholders Meeting, (C) to the extent required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the Transactions, (D) if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the preparation and filing Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Schedule 13E-3 and shall Company Stockholders Meeting or (E) to solicit additional proxies for the purpose of obtaining the Company Required Vote. The Company shall, unless there has been a Company Adverse Change Recommendation, use all its reasonable best efforts to promptly obtain (1) solicit from the Company Stockholders proxies in favor of the Company Required Vote and furnish (2) take all other actions necessary or advisable to secure the information required to be included in Company Required Vote. The Company shall, upon the Schedule 13E-3 and to respond promptly to any comments or requests made request of Parent following the dissemination of the definitive Proxy Statement, keep Parent reasonably informed regarding the proxies received by the SEC Company with respect to the Schedule 13E-3. Each party hereto Company Stockholders Meeting. (c) Nothing in this Section 5.2 shall promptly notify be deemed to prevent the other parties of Company, the receipt of comments of, Company Board or any requests by, committee thereof (including the SEC with respect Special Committee) from taking any action they are permitted or required to the Schedule 13E-3take under, and shall promptly supply the other parties with copies of all correspondence between such party (in compliance with, Section 4.3 or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..Section 5.1(b).

Proxy Statement. (a) If required by applicable law As soon as reasonably practicable following the date hereof (but in order to consummate no event later than thirty (30) days following the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offerdate hereof), the Company shall prepare and file with the SECSEC the preliminary Proxy Statement for use in connection with the solicitation of proxies from the Company’s stockholders for use at the Company Stockholder Meeting. Parent, Merger Subsidiary, and the Company shall use cooperate and consult with each other in the preparation of the preliminary Proxy Statement. The Company shall provide Parent a reasonable opportunity to review and comment on the preliminary Proxy Statement before it is filed with the SEC and shall consider such comments in good faith. The Company shall cause the Proxy Statement to comply as to form and substance in all reasonable efforts to material respects with Applicable Law, and, unless the Board of Directors of the Company shall have cleared by made an Adverse Recommendation Change, the SEC, and promptly thereafter Company Board Recommendation shall mail to its stockholders, be included in the Proxy Statement. The Company will use its reasonable best efforts to cause the definitive Proxy Statement to be filed with the SEC and mailed to the Company’s stockholders as promptly as practicable (and in any event within five (5) Business Days) following the latest of confirmation from the SEC or its staff that it will not comment on, or that it has no additional comments on the Proxy Statement, or the expiration of any waiting period with respect to the Proxy Statement, provided that in no event shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not be required to mail the Proxy Statement to its the Company’s stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to two (2) Business Days after the No-Shop Period Start Date. The Company Stockholders Meeting any event or circumstance relating shall provide Parent a reasonable opportunity to review and comment on the definitive Proxy Statement before it is filed with the SEC and mailed to the Company’s stockholders, and shall consider such comments in good faith. (b) The Company or will advise Parent, promptly after it receives notice thereof, of any receipt of its Subsidiaries or affiliates, a request by the SEC or its staff for an amendment or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, any receipt of or comments from the SEC or its staff thereon and responses thereto or requests by the SEC or its staff for additional information, and shall provide Parent with copies of any written correspondence thereof to or from the SEC or its staff. The Company shall promptly inform Purchaser and Merger Sub, so supplement not file with the SEC the Proxy Statement or any amendment or supplement thereto and mail shall not correspond or otherwise communicate in writing with the SEC or its staff with respect to the Proxy Statement without providing Parent a reasonable opportunity before any such supplement filing is made or other communication is submitted to the SEC or its stockholders. staff, to review and comment thereon (b) If required, which comments shall be reasonably considered by the Company in good faith). The Company, Purchaser after reasonable consultation with ▇▇▇▇▇▇ (and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to including comments reasonably proposed by ▇▇▇▇▇▇), will respond as promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly as practicable to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto Proxy Statement. (c) If prior to the Company Stockholder Meeting any event occurs with respect to Company or any Subsidiary of Company, or any change occurs with respect to information supplied by or on behalf of Company or Parent, respectively, for inclusion in the Proxy Statement or any information relating to Company, Parent or any of their Representatives shall be discovered by Company, Parent or Merger Subsidiary, that, in each case, is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company or Parent, as applicable, shall promptly notify the other parties of such event, and the receipt of comments of, or any requests by, Company shall promptly file with the SEC (and Parent shall cooperate with the Company with respect to the Schedule 13E-3filing of) any necessary amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, and shall promptly supply in light of the other parties with copies of all correspondence between circumstances under which they were made, not misleading, and, as required by Applicable Law, in disseminating the information contained in such party (amendment or its representatives) and supplement to the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..’s stockholders.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase execution of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company (i) Parent shall prepare and file with the SEC, SEC the proxy statement (the “Proxy Statement”) relating to the meeting of the Parent Shareholders (the “Parent Shareholders’ Meeting”) to be held to consider the adoption of the issuance of shares of Parent Common Stock pursuant to the Merger. The Company shall furnish all information concerning itself as Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement. (b) Parent shall use all give the Company and its counsel a reasonable efforts opportunity to have cleared by review and comment on any amendment or supplement to the Proxy Statement prior to filing any amendment or supplement with the SEC, and reasonable and good faith consideration shall be given to any comments made by the Company and its counsel. Parent shall (i) promptly thereafter shall mail provide the Company and its counsel with any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its stockholders, staff with respect to the Proxy Statement. Statement promptly after receipt of those comments or other communications and (ii) provide the Company with a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). (c) The information supplied by the Company and Parent, as applicable, for inclusion in the Proxy Statement shall contain not, (i) at the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to its stockholders until Purchaser confirms that the information provided by Purchaser continues Parent Shareholders or (ii) at the time of the Parent Shareholders’ Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be accuratestated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If If, at any time prior to the Company Stockholders Meeting Effective Time, any event or circumstance relating to the Company or any and its Subsidiaries, in the case of its Subsidiaries or affiliatesthe Company, or to Parent and its Subsidiaries, in the case of Parent, or their respective officers or directors, should be discovered by the Company or Parent that is required to should be set forth in an amendment or a supplement to the Proxy StatementStatement so that any of such documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company or Parent, as applicable, shall promptly inform Purchaser the other Party. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and Merger Sub, so supplement substance in all material respects with the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing applicable requirements of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) Securities Act and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..Exchange Act.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly As soon as practicable after following the purchase of and payment for Shares by Purchaser pursuant to the Offerdate off this Agreement, the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, SEC the Proxy Statement. The Company shall use its commercially reasonable efforts to cause the Proxy Statement shall contain to be mailed to the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve as promptly as practicable after the Merger and the other transactions contemplated herebydate hereof. The Company agrees not to mail No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accuratereview and comment thereon. If at any time prior to the Company Stockholders Stockholders’ Meeting any event or circumstance information relating to the Company or Parent, or any of its Subsidiaries or affiliates, or its or their respective officers Affiliates, directors or directorsofficers, should be discovered by the Company that is required to or Parent which should be set forth in a an amendment or supplement to the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the Company shall promptly inform Purchaser and Merger Substatements therein, so supplement in light of the Proxy Statement and mail such supplement to its stockholders. (b) If requiredcircumstances under which they were made, not misleading, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the party which discovers such information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties Party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. The Company shall notify Parent promptly of the receipt of any comments of, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of (i) all correspondence between it or any requests byof its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Schedule 13E-3, and shall promptly supply Proxy Statement or the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided transactions contemplated by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..this Agreement.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as reasonably practicable after (and in no event later than three weeks) following the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with the SECSEC the proxy statement (including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) in preliminary form in connection with seeking the adoption of this Agreement by the stockholders of the Company and shall use all its reasonable best efforts to have cleared respond to any comments by the SEC, SEC staff in respect of the Proxy Statement. Parent and promptly thereafter Merger Sub shall mail provide to its stockholders, the Company such information as the Company may reasonably request for inclusion in the Proxy Statement. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement shall contain to be mailed to the recommendation of Company’s stockholders as promptly as practicable after the Board of Directors that stockholders of Proxy Statement is cleared by the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated herebySEC. The Company agrees not shall as promptly as practicable notify Parent of the receipt of any oral or written comments from the SEC relating to mail 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 its stockholders until Purchaser confirms that requests for additional information by and replies to written comments of the information provided SEC staff, and shall consider in good faith including in such document comments proposed by Purchaser continues Parent, prior to be accuratefiling of the Proxy Statement (including each amendment or supplement thereto) with, or mailing any such response or replies to, the SEC. The Company shall provide Parent with copies of all filings made and correspondence with the SEC with respect to the Proxy Statement. If at any time prior to the Company Stockholders Meeting Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, information should be discovered by the Company that is required to any Party hereto which should be set forth in a an amendment or supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, Statement so supplement that the Proxy Statement and mail would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party which discovers such information 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 SEC and, to its stockholdersthe extent required by applicable Law, disseminated by the Company to the stockholders of the Company. (b) If required, The Proxy Statement to be filed by the Company, Purchaser and Merger Sub shall cooperate Company with one another the SEC in connection with seeking the preparation and filing adoption of this Agreement by the stockholders of the Schedule 13E-3 and shall use all reasonable efforts Company will not, at the time it is filed with the SEC, or at the time it is first mailed to promptly obtain and furnish the information stockholders of the Company or at the time of the Company Meeting, or at the time of any amendments or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary in order to make the Schedule 13E-3 and statements therein, in light of the circumstances under which they are made, not misleading. The Company will cause the Proxy Statement to respond promptly comply as to any comments or requests form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the SEC Company with respect to statements made in the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments ofProxy Statement based on information supplied in writing by Parent, Merger Sub or any requests by, the SEC with respect of their Affiliates to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (Company specifically for inclusion or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided incorporation by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..reference therein.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase consummation of the Offer and payment for Shares if required by Purchaser pursuant to the OfferExchange Act, the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. Parent and Merger Sub agree to cooperate with the Company in the preparation of the Proxy Statement and other proxy solicitation materials of the Company. The Company shall provide Parent and its counsel with a reasonable opportunity to review the draft Proxy Statement each time before it is filed with the SEC and shall give reasonable and good faith consideration to any comments from Parent and its counsel on such draft(s). The Proxy Statement shall contain the recommendation of the Company's Board of Directors that the Company's stockholders of the Company approve and adopt this Agreement and approve the Merger Merger, unless the fiduciary duties of the Company's Board of Directors require that the Board withdraw or adversely alter or modify that recommendation or that the Board recommend against approval and adoption. Unless this Agreement is previously terminated in accordance with SECTION 7.01, the other transactions contemplated herebyCompany shall, if required, submit this Agreement to its stockholders at the Company Meeting, even if the Board of Directors of the Company determines at any time after the date of this Agreement that it is no longer advisable, adversely alters its recommendation or recommends that the Company stockholders reject it. The Company agrees not shall promptly provide Parent and its counsel in writing with any written comments (and orally, any oral comments) that the Company or its counsel may receive from the SEC or its staff with respect to mail the Proxy Statement promptly after the receipt of those comments and shall consult with (and shall duly consider in good faith any comments of) Parent and its counsel before responding to those comments. The Company and its stockholders until Purchaser confirms that counsel will provide Parent and its counsel with a reasonable opportunity to participate in all communications, if any, with the information provided by Purchaser continues to be accurate. If at SEC and its staff, including any time prior to the Company Stockholders Meeting any event or circumstance meetings and telephone conferences relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If requiredthis Agreement, the Company, Purchaser and Merger Sub shall cooperate with one another in CVR Agreement or the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments matters or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, transactions contemplated hereby or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..thereby.

Proxy Statement. (a) If If, following the consummation of the Offer (or, if applicable, any Subsequent Offering Period), the adoption of this Agreement by the Company Stockholders is required by applicable law in order under the DGCL to consummate the Merger, the Company shall, as promptly as practicable after the purchase consummation of and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SECSEC preliminary proxy materials which shall constitute the Proxy Statement. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, the Company shall, in consultation with Parent, prepare and the Company shall file any required amendments to, and the definitive, Proxy Statement with the SEC. The Company shall use all reasonable efforts to have cleared notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SECSEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall consult with Parent regarding, and promptly thereafter shall mail supply Parent with copies of, all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to its stockholders, the Proxy Statement. The Proxy Statement Company shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not use reasonable efforts to mail have the Proxy Statement cleared by the SEC and shall thereafter mail to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurateCompany Stockholders as promptly as possible the Proxy Statement and all other proxy materials for such meeting. If at any time prior to the Company Stockholders Meeting there shall occur any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, that should be discovered by the Company that is required to be set forth in a an amendment or supplement to the Proxy StatementStatement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement prepare and mail such supplement to its stockholdersstockholders such an amendment or supplement. (b) If requiredParent shall, following the Companydate on which Stockholder Approval is determined to be required in accordance with this Section 6.4, Purchaser and Merger Sub shall cooperate furnish the Company with one another all information concerning Parent required for use in the Proxy Statement, and Parent shall take such other action as the Company may reasonably request in connection with the preparation and filing of the Schedule 13E-3 Proxy Statement, including any amendments or supplements thereto. (c) The Company and Parent shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to make any comments or requests made by the SEC necessary filings with respect to the Schedule 13E-3. Each party hereto shall promptly notify Merger under the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) Exchange Act and the SEC (or its staff) relating thereto. The Company, Purchaser rules and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..regulations thereunder.

Proxy Statement. (a) If required by under applicable law in order to consummate law, the MergerCompany shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after the purchase of and payment for Merger Subsidiary purchases Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SEC, and shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC, . Parent and Merger Subsidiary shall promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior furnish to the Company Stockholders Meeting all information concerning Parent and Merger Subsidiary that may be required or reasonably requested in connection with any event or circumstance relating to action contemplated by this Section 5.10. Parent, Merger Subsidiary and the Company or any shall cooperate with each other in the preparation of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, and the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing notify Parent of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to receipt of any comments or requests made by of the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties Proxy Statement and of the receipt of comments of, or any requests by, by the SEC with respect to the Schedule 13E-3, for any amendment or supplement thereto or for additional information and shall provide to Parent promptly supply the other parties with copies of all correspondence between such party (the Company or its representatives) any Representative of the Company and the SEC (or its staff) relating theretoSEC. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Purchaser Parent and Merger Sub each Subsidiary agrees to correct any information provided use its commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by it for use in the Schedule 13E-3 which SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall have become, or is false or misleading..mail the Proxy Statement to the stockholders of the Company. The Proxy Statement shall include the recommendation by the Board of Directors of the Company that the Company's stockholders vote to approve the Merger and this Agreement.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offer, the The Company shall prepare and file with the SEC, subject to prior notice to Parent, as promptly as reasonably practicable after the date hereof, a preliminary Proxy Statement relating to the Merger. The Proxy Statement shall comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC and Nasdaq. Prior to filing the Proxy Statement, or any dissemination thereof to the shareholders of the Company, and prior to responding to any comments from the SEC with respect thereto, the Company shall use all provide Parent and its counsel with a reasonable efforts opportunity to have cleared review and to comment on such document or response, which the Company shall consider in good faith. The Proxy Statement shall be in form and substance reasonably satisfactory to each of the Company, Parent and Merger Sub. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the SEC, and promptly thereafter shall mail Exchange Act to its stockholders, be included in the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and Proxy Statement, shall cause the Proxy Statement to respond promptly to any comments or requests made by the SEC with respect be mailed to the Schedule 13E-3Company’s shareholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.2(d)) to obtain the necessary approval of the Merger by its shareholders. Each party hereto The Company shall promptly notify the other parties of Parent and Merger Sub upon the receipt of comments of, and consult with Parent regarding, any comments from the SEC or its staff or any requests by, request from the SEC with respect or its staff for amendments or supplements to the Schedule 13E-3, Proxy Statement and shall promptly supply the other parties provide Parent with copies of all correspondence between such party (or it and its representatives) Representatives, on the one hand, and the SEC (or and its staff) , on the other hand, relating theretoto the Proxy Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Purchaser Parent, Merger Sub, any of their respective affiliates, this Agreement or the Transactions (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and Merger Sub each agrees an appropriate amendment or supplement describing such information shall be prepared by the Company and filed with the SEC, and to correct any information provided the extent required by it for use in applicable Law, disseminated to the Schedule 13E-3 which shareholders of the Company. Subject to Section 5.2(d), the Proxy Statement shall have become, or is false or misleading..include the Company Board Recommendation.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after following the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file the Proxy Statement with the SEC. The Company shall use its reasonable best efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC with respect thereto as soon as practicable after receipt of any such comments or requests and (ii) cause the Proxy Statement to be mailed to the stockholders of the Company as promptly as practicable following the date of this Agreement. The Company shall promptly (A) notify Parent upon the receipt of any such comments or requests and (B) provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and shall use all reasonable efforts the SEC and its staff, on the other hand, with respect to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, (x) the Company shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) the Company shall contain include in such drafts, correspondence and filings all comments reasonably proposed by Parent and (z) to the recommendation 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 Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not Subject to mail Section 5.2(d), the Proxy Statement shall include the Company Recommendation and a copy of the written opinions of the Company Financial Advisors referred to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. in Section 3.23. (b) If at any time prior to the Company Stockholders Meeting Effective Time any event or circumstance relating to the Company or any of its Subsidiaries or affiliatesshall occur, or its fact or their respective officers or directors, should information shall be discovered by Parent or the Company Company, that is required to should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail party which discovers such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties hereto, and the Company shall, in accordance with the procedures set forth in Section 5.9(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and to the extent required by applicable Law, cause such amendment or supplement to be distributed to the stockholders of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading...

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase execution of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with the SECProxy Statement, and shall use all reasonable efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Subsidiary and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve shall cooperate with each other in the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any preparation of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, and the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing notify Parent of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to receipt of any comments or requests made by of the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties Proxy Statement and of the receipt of comments of, or any requests by, by the SEC with respect to the Schedule 13E-3, for any amendment or supplement thereto or for additional information and shall provide promptly supply the other parties with to Parent copies of all correspondence between such party (the Company or its representatives) any representative of the Company and the SEC (or its staff) relating theretoSEC. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Purchaser Parent and Merger Sub each Subsidiary agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the shareholders of the Company. Prior to the date of approval of the Merger by the Company's shareholders, each of the Company, Parent and Merger Subsidiary shall correct promptly any information provided by it for use to be used specifically in the Schedule 13E-3 which Proxy Statement that shall have become, or is become false or misleading..misleading in any material respect and the Company shall take all steps necessary to file with the SEC any amendment to the Proxy Statement so as to correct the same and to cause the amended Proxy Statement to be disseminated to the Shareholders of the Company, in each case to the extent required by applicable law.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase execution of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with the SECSEC a proxy statement (together with any amendments thereof or supplements thereto and any other required proxy materials, the "Proxy Statement") relating to the Company Stockholders' Meeting (as defined below) and a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments thereof or supplements thereto, the "Schedule 13E-3"); provided, however, that prior to filing the Proxy Statement and the Schedule 13E-3, the Company shall consult with Parent and Merger Sub with respect to such filings and shall afford Parent and Merger Sub reasonable opportunity to comment thereon. Parent shall furnish all information concerning it and Merger Sub and the holders of its capital stock as the Company may reasonably request in connection with the preparation of the Proxy Statement and the Schedule 13E-3. The Company shall promptly notify Parent and Merger Sub of the receipt of comments of the SEC and of any request from the SEC for amendments of, or supplements to, the Proxy Statement or the Schedule 13E-3 or for additional information. The Company (in consultation with Parent and Merger Sub) shall use all its reasonable best efforts to respond to the comments of the SEC with respect to the Proxy Statement and the Schedule 13E-3 and to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Proxy Statement shall have been cleared by the SEC. The Company will promptly supply Parent and Merger Sub with copies of all correspondence between the Company or any of its Representatives, on the one hand, and promptly thereafter shall mail the SEC or members of its staff, on the other hand, with respect to its stockholders, the Proxy Statement. The Proxy Statement shall contain , the recommendation of Schedule 13E-3 or the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurateMerger. If at any time prior to the Company Stockholders Stockholders' Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that occur which is required by applicable Law to be set forth in an amendment of, or a supplement to to, the Proxy StatementStatement or Schedule 13E-3, the Company will prepare and mail such amendment or supplement; provided further that prior to such mailing, the Company shall promptly inform Purchaser consult with Parent and Merger SubSub with respect to such amendment or supplement and shall afford Parent and Merger Sub reasonable opportunity to comment thereon. Subject to the provisions of Section 6.4, so supplement the Company Recommendation, together with a copy of the opinions referred to in Section 3.22, shall be included in the Proxy Statement and mail such supplement to its stockholdersStatement. (b) If requiredThe Company represents and warrants that the Proxy Statement and Schedule 13E-3 will, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing case of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, as of the date thereof, the date of any amendment thereto, and shall promptly supply as of the other parties with copies time of all correspondence between such party the Company Stockholders' Meeting, and, in the case of the Proxy Statement, as of the time the Proxy Statement (or its representativesany amendment thereof or supplement thereto) is first mailed to the Company's stockholders and as of the time of the Company Stockholders' Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement and the SEC Schedule 13E-3 will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Proxy Statement or Schedule 13E-3 based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein. (or its staffc) relating thereto. The Company, Purchaser Parent and Merger Sub each agrees represent and warrant that the information supplied or to correct any information provided be supplied by it Parent and Merger Sub in writing for use inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 will, in the case of the Schedule 13E-3, as of the date thereof, the date of any amendment thereto, and as of the time of the Company Stockholders' Meeting, and, in the case of the Proxy Statement, as of the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, and as of the time of the Company Stockholders' Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which shall have becomethey are made, not misleading. Notwithstanding the foregoing, Parent and Merger Sub make no representation or is false warranty with respect to any statements made or misleading..incorporated by reference in the Proxy Statement or Schedule 13E-3 based on information supplied by the Company for inclusion or incorporation by reference therein.

Proxy Statement. Promptly following the date of this Agreement (a) If required by applicable law but in order to consummate the Merger, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant no event prior to the OfferBusiness Day immediately following the Cut-Off Date), the Company shall will prepare (with Parent’s reasonable assistance) and file with the SECSEC a preliminary proxy statement (as amended or supplemented, the “Proxy Statement”) relating to the Company Stockholder Meeting. The Company may not file the Proxy Statement with the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall use give due consideration to all reasonable efforts additions, deletions or changes suggested thereto by Parent or its counsel and the Company agrees that all information relating to have cleared by Parent and its Subsidiaries included in the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain be in form and content reasonably satisfactory to Parent. The Company shall use its reasonable best efforts to ensure that the recommendation of Proxy Statement (i) will not on the Board of Directors that date it is first mailed to stockholders of the Company approve and adopt this Agreement and approve at the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to of the Company Stockholders Meeting or filed with the SEC (as applicable) contain any event untrue statement of a material fact or circumstance relating omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, (A) the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub or their affiliates for inclusion or incorporation by reference in the Proxy Statement (which Parent shall ensure satisfies the requirements of clauses (i) and (ii) of the preceding sentence) and (B) Parent, Merger Sub and their respective Affiliates assume no responsibility with respect to information supplied in writing by or on behalf of the Company or any of its Subsidiaries affiliates for inclusion or affiliates, or its or their respective officers or directors, should be discovered incorporation by the Company that is required to be set forth reference in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as promptly As soon as practicable after following the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare and file with the SECSEC (subject to the prior review and approval of Parent, and which approval shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, not be unreasonably withheld) the Proxy Statement. The Proxy Statement Company and Parent shall contain cooperate with each other in the recommendation preparation of the Board of Directors that stockholders Proxy Statement. Without limiting the generality of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not foregoing, prior to mail filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its stockholders until Purchaser confirms that staff with respect thereto, the information provided Company shall provide Parent reasonable opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Purchaser continues to be accurate. If Parent. (b) If, at any time prior to the Company Stockholders Meeting Effective Time, any event or circumstance information relating to the Company Company, Parent or Merger Sub or any of its Subsidiaries or affiliates, or its or their respective officers or directors, Affiliates should be discovered by the Company that is required to Company, Parent or Merger Sub which should be set forth in a an amendment or supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, Statement so supplement that the Proxy Statement and mail such supplement shall not contain any untrue statement of a material fact or omit to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information state any material fact required to be included stated therein or necessary in order to make the Schedule 13E-3 and to respond promptly to any comments or requests made by statements therein, in light of the SEC with respect to circumstances under which they are made, not misleading, the Schedule 13E-3. Each party hereto that discovers such information shall promptly notify the other parties and, to the extent required by applicable Law, the Company shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company’s shareholders. (c) The Company and Parent shall use their reasonable best efforts, after consultation with the other party, to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of the Company and Parent shall as soon as reasonably practicable notify the other party of the receipt of any comments of, from or any requests by, other correspondence with the SEC staff with respect to the Schedule 13E-3Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and promptly deliver a copy of such comments, and shall promptly supply correspondence or request to the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating theretoparty). The Company, Purchaser and Merger Sub each agrees Company shall cause the Proxy Statement to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..be mailed to its shareholders as promptly as practicable.

Proxy Statement. (a) If required by applicable law in order to consummate In consultation with Parent, the Merger, Company will as promptly as reasonably practicable after following the purchase execution of and payment for Shares by Purchaser pursuant to the Offerthis Agreement prepare, the Company shall prepare and file the Proxy Statement with the SEC, SEC and shall will use all commercially reasonable efforts to have cleared by respond to the SEC, and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation comments of the Board of Directors that stockholders of the Company approve SEC and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail cause the Proxy Statement to its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior mailed to the Company Stockholders Meeting any event or circumstance relating to Shareholders at the earliest reasonably practical time. The Company or any shall furnish all information concerning it and the holders of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered capital stock as Parent may reasonably request in connection with this Agreement and the transactions contemplated by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3this Agreement. Each party hereto shall promptly to this Agreement will notify the other parties promptly of the receipt of the comments ofof the SEC, or if any, and of any requests by, request by the SEC for amendments or supplements to the Proxy Statement or for additional information with respect to the Schedule 13E-3thereto, and shall promptly will supply the other parties with copies of all correspondence between such party (or its representatives) Representatives, on the one hand, and the SEC (or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. If (i) at any time prior to the Shareholders' Meeting, any event should occur relating theretoto the Company or any of its Subsidiaries that, in the good faith judgment of the Company, should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will promptly inform Holding and Parent and (ii) if at any time prior to the Shareholders' Meeting, any event should occur relating to Parent or Sub or any of their respective associates or affiliates, or relating to the plans of any such persons for the Company after the Effective Time that, in the good faith judgment of Parent, should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company will, upon learning of such event, promptly prepare, and the Company shall file and, if required, mail such amendment or supplement to the Company Shareholders; provided, prior to such filing or mailing, the Company and Parent shall consult with each other with respect to such amendment or supplement and shall incorporate the other's reasonable comments thereon. Parent shall vote, or cause to be voted, in favor of the Merger and this Agreement all shares of Company Stock directly or indirectly beneficially owned by it. (b) The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board of Directors of the Company described in Section 3.3, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company (the "Independent Advisor Engagement Letter"), consented to the inclusion of its opinion in the Proxy Statement. The CompanyCompany and its counsel shall permit Parent and its counsel to participate in all communications with the SEC and its staff, Purchaser including any meetings and telephone conferences, relating to the Proxy Statement, the Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..this Agreement.

Proxy Statement. Subject to the prior performance by Parent of its obligations under Section 6.18 to (aA) If required by applicable law in order to consummate make the MergerSubsequent BIF Deposit or deliver the Letter of Credit, and (B) provide the updated Equity Commitment Letter, the Company shall, as promptly as practicable after the purchase execution of this Agreement but in no event later than the later of (x) 50 days after the date of this Agreement and payment for Shares by Purchaser pursuant to (y) ten (10) days after receipt of both (1) the OfferSubsequent BIF Deposit or Letter of Credit and (2) updated Debt Commitment Letters with any due diligence conditions deleted, the Company shall shall, with the assistance and approval (not to be unreasonably withheld or delayed) of Parent, prepare and file with the SECSEC a proxy statement relating to the Company Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”); provided, that the Company shall not be responsible for any delay in the filing date due to any review by Parent. Parent and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholders, Company will cooperate with each other in the preparation of the Proxy Statement. The Company, after consultation with Parent, will use commercially reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement. Without limiting the generality of the foregoing: (i) the Company will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, any comments made by the SEC with respect to the Proxy Statement and any proposed amendments to the Proxy Statement, and (ii) Parent and Merger Sub shall contain furnish all information as the recommendation Company may reasonably request in connection with such actions and the preparation of the Board of Directors that stockholders Proxy Statement. As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to shall mail the Proxy Statement to its stockholders until Purchaser confirms that the information provided holders of shares of Company Common Stock. Subject to Section 6.4.2, the Proxy Statement shall include the Company Recommendation. The Company will advise Parent, promptly after it receives notice thereof, of any request by Purchaser continues to be accuratethe SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Company Stockholders Meeting Meeting, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company. If at any time prior to the Company Stockholders Meeting, any event or circumstance relating to the Company or any of its Subsidiaries or affiliatesCompany Subsidiary, or its or their respective officers or directors, should be discovered by the Company that is required to which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Purchaser Parent. All documents that the Company is responsible for filing in connection with the transactions contemplated herein will comply as to form and Merger Sub, so supplement substance in all material respects with the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing applicable requirements of the Schedule 13E-3 Exchange Act and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..applicable Laws.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall prepare prepare, and file with the SEC, preliminary proxy materials relating to the Company Shareholder Meeting. At the earliest practicable time following the later of (i) receipt and shall use all reasonable efforts to have cleared by resolution of SEC comments thereon, or (ii) the SEC, and promptly thereafter shall mail to its stockholdersexpiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, the Proxy Statement. The Proxy Statement Company shall contain file definitive proxy materials with the recommendation of the Board of Directors that stockholders of the Company approve SEC and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail cause the Proxy Statement to be mailed to its stockholders until Purchaser confirms shareholders. The Company will cause all documents that it is responsible for filing with the information provided by Purchaser continues SEC or other regulatory authorities in connection with the Merger to be accurate(i) comply as to form in all material respects with all applicable SEC requirements, and (ii) otherwise comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. If at Prior to filing the preliminary proxy materials, definitive proxy materials or any time prior 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 consider and act in good faith with respect to the incorporation of any changes in such filings reasonably proposed by Parent. (b) The Company Stockholders Meeting will notify Parent promptly of the receipt of any event comments from the SEC or circumstance relating 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 Subsidiaries or affiliatesrepresentatives, on the one hand, and the SEC, or its staff or their respective officers any other government officials, on the other hand, with respect to the Proxy Statement or directors, should be discovered other filing. The Company shall consult with Parent prior to responding to any comments or inquiries by the Company 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 consider and act in good faith with respect to the incorporation of any changes in such filings reasonably proposed by Parent. Whenever any event occurs that is required to be set forth in a an amendment or supplement to the Proxy StatementStatement or any other filing, the Company shall promptly inform Purchaser Parent of such occurrence, provide Parent with reasonable opportunity to review and Merger Subcomment on any such amendment or supplement in advance, so shall include in such amendment or supplement all comments reasonably proposed by Parent, and shall cooperate in filing with the Proxy Statement and mail such supplement SEC or its staff or any other government officials, and/or mailing to its stockholders. (b) If required, the shareholders of the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments such amendment or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..supplement.

Proxy Statement. (ai) If required by applicable law in order to consummate the Merger, as As promptly as practicable after the purchase date of and payment for Shares by Purchaser pursuant to this Agreement, but in no event more than twelve (12) Business Days following the Offerdate of this Agreement, the Company shall prepare and file shall cause to be filed with the SECSEC a preliminary proxy statement relating to the matters to be submitted to the Company shareholders at the Company Shareholders Meeting (such proxy statement and any amendments or supplements thereto, and the “Proxy Statement”). (ii) The Company shall use all reasonable best efforts to have the Proxy Statement cleared by the SEC, SEC as promptly as practicable after its initial filing and promptly thereafter shall mail to its stockholders, the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to its stockholders until Purchaser confirms shareholders as promptly as practicable thereafter. The Company shall, as promptly as reasonably practicable after receipt thereof, provide Parent with copies of any written comments received from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, or for additional information. The Company 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, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement and the Company and its counsel shall keep Parent and its counsel reasonably informed of all communications with the SEC and its staff (including all meetings and telephone conferences) with respect to the Proxy Statement or the transactions contemplated by this Agreement. Prior to filing or mailing the Proxy Statement or 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 and its counsel with a reasonable opportunity to review and comment on any such document or response and shall consider Parent’s comments in good faith. (iii) The Company shall insure that none of the information set forth or incorporated by reference in the Proxy Statement will, at the date of mailing to shareholders and at the times of the meetings of shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information provided supplied by Purchaser continues Parent for inclusion or incorporation by reference in the Proxy Statement. (iv) The Company shall make any necessary filings with respect to be accuratethe Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Company Stockholders Meeting Effective Time, any event or circumstance information relating to either of the Company or any of its Subsidiaries or affiliatesparties, or its or their respective affiliates, officers or directors, directors should be discovered by the Company that is required to either party which should be set forth in a an amendment or supplement to the Proxy StatementStatement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail party which discovers such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties party hereto and the Company shall promptly prepare and file with the SEC an appropriate amendment or supplement describing such information, and, to the extent required by Law, the Company shall cause such amendment or supplement to be disseminated to the shareholders of the receipt of comments ofCompany and, or any requests byif required in connection therewith, the SEC proxies shall be re-solicited with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party thereto. (or its representativesv) and the SEC (or its staff) relating thereto. The Company, Purchaser in connection with a Change in Company Recommendation, may amend or supplement the Proxy Statement to effect or reflect such change without Parent’s approval, by an amendment or supplement which effects or reflects a Change in Company Recommendation; provided further that prior to amending or supplementing the Proxy Statement, it has complied with Section 5.4 of this Agreement and Merger Sub each agrees such amendment or supplement is limited to correct any (A) a Change in Company Recommendation, (B) a discussion of the reasons of the Company’s Board of Directors for making such Change in Company Recommendation and (C) background information provided by it for use regarding the deliberations and conclusions of the Company’s Board of Directors relating to the Change in the Schedule 13E-3 which shall have become, Company Recommendation or is false or misleading..other factual information reasonably related thereto.

Proxy Statement. (a) If required by applicable law in order to consummate The Company shall, with the Mergerassistance of Parent, prepare and file with the SEC, as promptly as practicable after the purchase date of this Agreement (and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SEC, and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholdersin any event within fifteen (15) Business Days), the Proxy Statement. The Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement shall contain the recommendation of Statement. Unless the Board of Directors that of the Company has made a Change of Recommendation in accordance with the provisions of this Agreement, the Recommendation shall be included in the Proxy Statement. (b) Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company approve shall provide Parent and adopt this Agreement its counsel with a reasonable opportunity to review and approve to comment on such document or response, which the Company shall consider in good faith and include in such filing, document or response any reasonable comments reasonably proposed by Parent and its Representatives. Each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the other transactions contemplated herebyrules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company agrees not shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to mail the Proxy Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. The Company shall cause the Proxy Statement to its stockholders until Purchaser be mailed to holders of Common Stock as of the record date established for the Stockholders Meeting promptly (but in any event no more than five (5) Business Days) after the date on which the SEC confirms that it has no further comments on the information provided by Purchaser continues to be accurate. Proxy Statement. (c) If at any time prior to the Company Stockholders Meeting any event or circumstance information relating to the Company or Parent, or any of its Subsidiaries or affiliates, or its or their respective officers or directorsAffiliates, should be discovered by the Company that is required to a Party, which information should be set forth in a an amendment or supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail Party that discovers such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties Party and the Company shall prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by applicable Law. Each of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser Parent and Merger Sub each agrees to promptly (i) correct any information provided by it specifically for use in the Schedule 13E-3 which Proxy Statement if and to the extent that such information shall have become, or is become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading... The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by applicable Law.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, as As promptly as reasonably practicable after the purchase date of and payment for Shares by Purchaser pursuant to the Offerthis Agreement, the Company shall Parent will prepare and file with the SECSEC a proxy statement containing the information specified in Schedule 14A of the Exchange Act with respect to the Transactions and, 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 all reasonable best efforts to have cleared 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, and promptly thereafter the Parties will provide each other with copies of all such filings made and correspondence with the SEC. Except in the case of a Change in Recommendation pursuant to Section 7.07(d), the Parent Board Recommendation shall mail to its stockholders, be included in the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Company agrees not to mail the Proxy Statement to Parent will use its stockholders until Purchaser confirms that the information provided by Purchaser continues to be accurate. If at any time prior to the Company Stockholders Meeting any event or circumstance relating to the Company or any of its Subsidiaries or affiliates, or its or their respective officers or directors, should be discovered by the Company that is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable best efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3Proxy Statement. Each party hereto 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 all information concerning the operations and business of the Company and its Subsidiaries and their respective management and operations and financial condition, in each case, required or reasonably requested by Parent to be included in the Proxy Statement, 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 counsel (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 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 Special Meeting to 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 (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 obtaining approval of the Parent 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 Board shall have concluded in good faith, after consultation with its outside legal advisors and financial advisors, that a Change in Recommendation is required under applicable Law. Parent agrees that, unless the Agreement is terminated in accordance with 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 affected by any Change in Recommendation, and Parent agrees to 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, 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 or the Company, the Company or its Subsidiaries or any of their respective Affiliates, officers or directors or other Representatives should be discovered by Parent or the Company, as applicable, that in the reasonable judgment of Parent should be set forth in an amendment or supplement to the 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 circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other parties Parties, and an appropriate amendment or supplement describing such information shall be filed as promptly as reasonably practicable with the SEC by Parent and disseminated to the holders of the receipt 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 comments ofthis Agreement. Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, NASDAQ or the respective staff thereof that is applicable to the Offer. Nothing in this Section 7.07(f) 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 requests by, manner the SEC with respect right of Parent to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or terminate this Agreement in accordance its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..terms.

Proxy Statement. (a) If required by applicable law in order to consummate The Company shall, with the Mergerassistance of Parent, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement (and shall use all reasonable efforts to have cleared by in no event later than twenty-five (25) Business Days following the SEC, and promptly thereafter shall mail to its stockholdersdate of this Agreement), the Proxy Statement. The Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement shall contain the recommendation of Statement. Unless the Board of Directors that of the Company has made a Change of Recommendation in accordance with Section 6.1(c)(ii) or Section 6.1(c)(iii), the Recommendation shall be included in the Proxy Statement. (b) Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company approve shall consult with and adopt this Agreement provide Parent and approve its counsel with a reasonable opportunity to review and to comment on such document or response, which comments the Company shall consider in good faith. Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act and the other transactions contemplated herebyrules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company agrees not shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to mail the Proxy Statement and shall provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. The Company shall use its stockholders until Purchaser confirms reasonable best efforts to (with the assistance of, and after consultation with, Parent) resolve all SEC comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof, including filing any amendments or supplements as may be required (and in advance of any such filing, provide Parent and its counsel with a reasonable opportunity to review and to comment on such amendments or supplements (subject to applicable Law), which comments the Company shall consider in good faith). The Company shall file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to holders of Common Stock as of the record date established for the Stockholders Meeting promptly after the date on which the Company is made aware that the information provided by Purchaser continues SEC will not review the Proxy Statement or has no further comments on the Proxy Statement; provided, that if the SEC has failed to affirmatively notify the Company on or prior to the date that is ten (10) calendar days after the initial filing of the Proxy Statement with the SEC that it will or will not be accurate. reviewing the Proxy Statement, then such mailing shall occur reasonably promptly after such date. (c) If at any time prior to the Company Stockholders Meeting any event or circumstance information relating to the Company Company, Parent or any of its Subsidiaries or affiliates, or its or their respective officers or directors, Affiliates should be discovered by the Company that is required to be set forth in a Party, which information would require any amendment or supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, Statement so supplement that the Proxy Statement and mail such supplement would not include any untrue statement of a material fact or omit to its stockholders. (b) If requiredstate any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the Party that discovers such information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties Party in writing and the Company shall prepare (with the assistance of and in good faith consultation with Parent) and mail to its stockholders such an amendment or supplement, in each case, to the extent required by applicable Law. Each of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser Parent and Merger ▇▇▇▇▇▇ Sub each agrees to promptly (i) correct any information provided by it specifically for use in the Schedule 13E-3 which Proxy Statement if and to the extent that such information shall have become, or is become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading... The Company further agrees to cause the Proxy Statement, as so corrected or supplemented, promptly to be filed with the SEC and to be disseminated to its stockholders, in each case as and to the extent required by applicable Law.

Proxy Statement. (a) If required by applicable law in order to consummate the Merger, As soon as promptly as reasonably practicable after the purchase of and payment for Shares by Purchaser pursuant to the OfferAgreement Date, the Company shall prepare prepare, and file with the SEC, preliminary proxy materials relating to the Company Shareholder Meeting. 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 shall use comment on each such filing in advance. (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 reasonable efforts to have cleared by 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 promptly thereafter its outside counsel shall mail permit Parent and its outside counsel to participate in all communications with the SEC and its stockholders, staff (including all meetings and telephone conferences) relating to the Proxy Statement. The Proxy Statement shall contain the recommendation of the Board of Directors that stockholders of the Company approve and adopt , this Agreement and approve or the Merger and the other transactions contemplated herebyMerger. The Company agrees not shall consult with Parent prior to mail responding to any comments or inquiries by the Proxy Statement SEC or any other Governmental Entity with respect to its stockholders until Purchaser confirms that any filings related to (or necessary or appropriate to facilitate) the information provided 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 comments reasonably proposed by Purchaser continues to be accurateParent. If at any time prior to the Company Stockholders Shareholders Meeting any fact or event occurs that is required to be set forth in an amendment or circumstance 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 response 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 shareholders of the Company, such amendment or supplement and shall in good faith consider including in such response comments reasonably proposed by Parent. (c) Parent shall provide to the Company all information relating to Parent which is reasonably requested by the Company to be included in the Proxy Statement. If at any time prior to the Effective Time any event relating to the Company or any of its Subsidiaries or affiliatesAffiliates, or its or their respective officers or directors, directors should be discovered by the Company that which is required to be set forth in a supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger SubParent. If at any time prior to the Effective Time, so supplement the Proxy Statement and mail such supplement any event relating to Parent or any of its stockholders. (b) If requiredAffiliates, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information officers or directors should be discovered by Parent which is required to be included set forth in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect a supplement to the Schedule 13E-3. Each party hereto Proxy Statement, Parent shall promptly notify inform the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading...

Proxy Statement. (a) If required by applicable law in order to consummate The Company shall, with the Mergerreasonable assistance of Parent, as promptly as practicable after the purchase of and payment for Shares by Purchaser pursuant to the Offer, the Company shall prepare and file with the SEC, promptly after the date of this Agreement (and shall use all reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to its stockholdersin any event within fifteen (15) Business Days), the Proxy Statement. The Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement shall contain the recommendation of Statement. Unless the Board of Directors that of the Company has made a Change of Recommendation in accordance with the provisions of this Agreement, the Company shall include the Recommendation in the Proxy Statement. (b) Subject to applicable Law, and anything in this Agreement to the contrary notwithstanding, prior to the filing of the Proxy Statement (or any amendment or supplement thereto), or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company approve shall provide Parent and adopt this Agreement its counsel with a reasonable opportunity to review and approve to comment on such document or response, which the Company shall consider in good faith. Each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the other transactions contemplated herebyrules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company agrees not shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to mail the Proxy Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement and shall consider in good faith the reasonable comments or revisions that Parent may request in writing. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. The Company shall cause the Proxy Statement to its stockholders until Purchaser be mailed to holders of Common Stock as of the record date established for the Stockholders Meeting promptly (but in any event no more than five (5) Business Days) after the date on which the SEC confirms that it has no further comments on the information provided by Purchaser continues to be accurate. Proxy Statement. (c) If at any time prior to the Company Stockholders Meeting any event or circumstance information relating to the Company or Parent, or any of its Subsidiaries or affiliates, or its or their respective officers or directorsAffiliates, should be discovered by the Company that is required to a Party, which information should be set forth in a an amendment or supplement to the Proxy Statement, the Company shall promptly inform Purchaser and Merger Sub, so supplement the Proxy Statement and mail such supplement to its stockholders. (b) If required, the Company, Purchaser and Merger Sub shall cooperate with one another in the preparation and filing of the Schedule 13E-3 and shall use all reasonable efforts to promptly obtain and furnish the information required to be included in the Schedule 13E-3 and to respond promptly to any comments or requests made by the SEC with respect to the Schedule 13E-3. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Schedule 13E-3, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Purchaser and Merger Sub each agrees to correct any information provided by it for use in the Schedule 13E-3 which shall have become, or is false or misleading..Party that discovers such