Common use of Proxy Statement Clause in Contracts

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, 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 would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereof.

Proxy Statement. Subject (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the terms and conditions of this AgreementMerger, as soon as reasonably practicable following the date of this AgreementAcceptance Time, the Company Company, Parent and Parent Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company Company, Parent and ParentAcquisition Sub, as the case may be, shall promptly furnish all information concerning the Company Company, on the one hand, or and Parent and Merger Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, that may be required by applicable securities Laws or reasonably requested by as the other Party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLaw, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof by with the SECSEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. If at any time prior to the Company Meeting, any information relating to Each of the Company, Parent, or Merger Sub, Parent and Acquisition Sub shall promptly correct any information provided by it or any of their its respective directors, officers officers, employees, Affiliates, agents or affiliates, should be discovered by the Company or Parent which should be set forth other representatives for use in an amendment or supplement to the Proxy Statement so if and to the extent that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment have become false or supplement misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement describing such information shall Statement, as so corrected, to be promptly prepared and filed with the SEC andand disseminated to the Company Stockholders, in each case as and to the extent required by applicable Law, disseminated to the holders of Company Common StockLaws. The Company shall provide Parent Parent, Acquisition Sub and its their counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect provide in writing to the Proxy Statement Parent, Acquisition Sub and shall provide to Parent and its their counsel any and all comments or other communications, whether written comments that or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofsuch receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel). (b) Unless this Agreement is earlier terminated pursuant to Article IX, subject to the terms of Section 7.5(b), the Company shall include the portion of the Company Board Recommendation relating to the Merger and the adoption of this Agreement in the Proxy Statement.

Proxy Statement. Subject to The Company shall prepare and file with the terms and conditions of this AgreementSEC, as soon promptly as reasonably practicable following after the date of this Agreement, and in any event within 20 Business Days after the date of this Agreement, a preliminary proxy statement to be sent to the stockholders of the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith Stockholders Meeting (collectivelysuch proxy statement, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning Merger Sub and the Company on will cooperate and consult with each other in the one handpreparation of the Proxy Statement and any amendments or supplements thereto. Without limiting the generality of the foregoing, or each of Parent and Merger Sub on will furnish to the Company the information relating to it and its subsidiaries as required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement (or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement) and provide such other hand, that assistance as may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy StatementCompany. Subject to the terms and conditions of this Agreement and all applicable Laws, the The Company shall use commercially its reasonable best efforts to cause resolve all SEC comments, if any, with respect to the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following after receipt thereof. Each Party covenants that none of the clearance thereof information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SECSEC for any amendment to the Proxy Statement or for additional information. If at any time prior to the Company Meeting, Stockholders Meeting any information relating to Parent, Merger Sub or the Company, Parent, or Merger Sub, or any of their respective directorsAffiliates, officers or affiliatesdirectors, should be discovered by Parent, Merger Sub or the Company or Parent Company, which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated the Company shall promptly file with the SEC and disseminate to the holders stockholders of the Company Common Stockan appropriate amendment or supplement describing such information. The Company shall provide Parent and its counsel a reasonable opportunity Prior to review and comment on filing or mailing the Proxy Statement and (or any amendments amendment or supplements supplement thereto, prior ) or responding to the filing thereof with the SEC. The Company shall promptly advise Parent any comments of any oral comments received from the SEC or its staff with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and consider in good faith such comments proposed by Parent for inclusion therein. Unless the Company Board has made a Change of Recommendation in accordance with Section 6.3, the Recommendation shall be included in the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofStatement.

Proxy Statement. Subject to (a) In connection with the terms and conditions of this AgreementCompany Stockholders’ Meeting, if any, as soon as reasonably practicable following the date of this AgreementAppointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies for use at from the Company Meeting, and any schedules required to be filed Stockholders in connection with the SEC in connection therewith (collectively, as amended or supplemented, Merger and the “Proxy Statement”)Company Stockholders’ Meeting. The Company Company, Parent and ParentMerger Sub, as the case may be, shall promptly furnish all information concerning the Company on the one handCompany, or Parent and Merger Sub on as the other handparty or parties hereto, that as the case may be required by applicable securities Laws or be, may reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLaw, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof with the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the SECCompany without providing Parent a reasonable opportunity to review and comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliatesAffiliates, should be discovered by the Company Company, Parent or Parent Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules of Nasdaq. For purposes of this Agreement, the letter to stockholders, notice of meeting, proxy statement and form of proxy and any other soliciting material, or the information statement, as the case may be, to be distributed to stockholders in connection with the Merger (including any amendments or supplements theretosupplements) and any schedules required to be filed with the SEC in connection therewith are collectively referred to as the “Proxy Statement.” (b) Unless this Agreement is earlier terminated pursuant to Article IX hereof, prior subject to the filing thereof with terms of Section 7.2(b) hereof, the SEC. The Company shall promptly advise Parent of any oral comments received from include in the SEC or its staff Proxy Statement the Company Board Recommendation (other than with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofOffer).

Proxy Statement. Subject to (a) In connection with the terms and conditions of this AgreementSeller Shareholders Meeting, as soon as reasonably practicable following (and in no event later than forty-five (45) days after the date of this Agreementhereof), the Company Seller shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC the Proxy Statement in preliminary form. Seller shall set a record date for determining Seller’s stockholders entitled to attend the Seller Shareholders Meeting as promptly as reasonably practicable after the date hereof. Seller shall cause the Seller Shareholders Meeting to be duly called and held as soon as reasonably practicable following clearance of the Proxy Statement by the SEC for the purpose of voting on the adoption and approval of this Agreement and the transactions contemplated hereby. As soon as reasonably practicable following the establishment of the record date for the Seller Shareholders Meeting and clearance of the Proxy Statement by the SEC, a proxy statement, letter Seller shall cause the Proxy Statement to holders be mailed to each of Company Common Stock, notice of meeting and form of proxy accompanying Seller’s shareholders entitled to vote at the proxy statement Seller Shareholders Meeting. Seller shall ensure that will be provided to the holders of Company Common Stock Proxy Statement complies in connection all material respects with the solicitation applicable provisions of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”)Exchange Act. The Company and Parent, as the case may be, Purchaser shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that itself as may reasonably be required by applicable securities Laws or reasonably requested by the other Party hereto Seller in connection with the preparation and filing with the SEC of the Proxy Statement. Subject Each of Seller and Purchaser shall promptly correct any information provided by it for use in the Proxy Statement if and to the terms extent that such information shall have become false or misleading in any material respect, and conditions of this Agreement Seller shall promptly amend or supplement the Proxy Statement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement Statement, as so amended or supplemented, to be disseminated filed with SEC and mailed to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, 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 would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinits shareholders, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, each case as and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law. Prior to any filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, disseminated to the holders of Company Common Stock. The Company Seller shall provide Parent and its counsel Purchaser a reasonable opportunity to review and comment on such document or response and shall consider in good faith any such comments proposed by Purchaser. Seller may adjourn or postpone the Seller Shareholders Meeting (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to Seller’s shareholders within a reasonable amount of time in advance of the Seller Shareholders Meeting, (ii) as otherwise required by applicable Law or (iii) if as of the time for which the Seller Shareholders Meeting is scheduled as set forth in the Proxy Statement, there are insufficient shares of capital stock of Seller represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Seller Shareholders Meeting. The Seller Board shall (A) subject to Section 6.2, include the Seller Board Recommendation in the Proxy Statement, and any amendments or supplements thereto, prior (B) otherwise comply with all Laws applicable to the filing thereof with the SEC. The Company Seller Shareholders Meeting. (b) Seller and Purchaser shall each promptly advise Parent of any oral comments received from the SEC or its staff make all necessary filings with respect to the Proxy Statement Contemplated Transactions under the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder, and each party shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect furnish to the Proxy Statement promptly after receipt thereofother party all information concerning the other party as may be reasonably requested in connection with any such actions.

Proxy Statement. Subject to the terms and conditions of this Agreement, As promptly as soon as reasonably practicable following the date of this AgreementAgreement (but in any event within 10 business days unless the parties shall otherwise agree), the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of the Company and Parent shall jointly preparefurnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement, and the Company shall file with use its reasonable best efforts to cause the SEC, a proxy statement, letter definitive Proxy Statement to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided mailed to the holders Company's stockholders as promptly as reasonably practicable after the date of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”)this Agreement. The Company and Parent, as the case may be, shall promptly furnish notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all information concerning correspondence between the Company and its Representatives, on the one hand, or Parent and Merger Sub the SEC and its staff, on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of hand relating to the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Stockholders' Meeting, any information relating to the Company, Parent, or Merger Sub, Parent or any of their respective directorsaffiliates, officers or affiliatesdirectors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoparties, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders stockholders of Company Common Stockthe Company. The Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and its counsel a reasonable an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent; PROVIDED, HOWEVER, that in the Proxy Statement and any amendments or supplements theretoevent of a Change in Board Recommendation, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral consider in good faith including in such document or response comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofreasonably proposed by Parent.

Proxy Statement. Subject (a) Prior to the terms and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreementhereof, the Company has prepared and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith a definitive proxy statement on Schedule 14A for a special meeting of its stockholders (collectively, as amended or supplemented, the “Proxy Statement”). The , which Proxy Statement includes a solicitation relating to the approval, for purposes of Rule 5635(a) of the NASDAQ Stock Market Rules, of (i) the issuance by the Company and Parentof shares of LMG Series C Stock to the Selling Shareholders and/or to the Equity Investors (including the issuance to the Purchaser of shares of LMG Series C Stock as contemplated hereby), as contemplated by the case may beSecond Purchase Agreement, shall promptly furnish all information concerning (ii) the potential issuance by the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto of shares of LMG Series C Stock in connection accordance with the preparation and filing terms of the Exchangeable Securities (together with the SEC issuance of the Proxy Statement. Subject shares described in clause (i), the “Transaction Consideration Issuance”) and (iii) a proposal relating to the terms and conditions name change of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated Media Group to the holders of Company Common Stock as promptly as practicable following “Formula One Group” (the clearance thereof by the SEC“Name Change Proposal”). If at any time prior to the Company MeetingClosing Date, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which any party hereto that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of 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 party that discovers such information shall promptly notify the other Party heretoparty hereto and, and to the extent required by applicable Law, an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed by the Company with the SEC and, to the extent required by applicable Law, disseminated by the Company to the holders stockholders of the Company. At the request of the Company, the Purchaser will, and will cause its Affiliates to, promptly furnish to the Company Common Stock. The Company shall provide Parent such information regarding the Purchaser and its counsel a reasonable opportunity Affiliates as shall be required to review and comment on the Proxy Statement and any amendments be included in such amendment or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect supplement to the Proxy Statement and pursuant to the Exchange Act in the reasonable judgment of counsel to the Company. (b) The Company shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to mail the Proxy Statement promptly after receipt thereofto the Company’s stockholders at the earliest practicable date.

Proxy Statement. Subject (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the terms and conditions Merger other than pursuant to Section 253 of this Agreementthe DGCL, as soon as reasonably practicable following the date of this AgreementAppointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies for use at from the Company Meeting, and any schedules required to be filed Stockholders in connection with the SEC in connection therewith (collectively, as amended or supplemented, Merger and the “Proxy Statement”)Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on as the other hand, that party hereto may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLegal Requirements, the Company shall use commercially its reasonable best efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof with the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the SECCompany without providing Parent a reasonable opportunity to review and comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliatesAffiliates, 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 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 party which discovers such information shall promptly notify the other Party party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply as to form and any amendments or supplements theretosubstance in all material respects with the applicable requirements of the Exchange Act and the rules of the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article VIII, prior subject to the filing thereof with terms of Section 6.2(b), the SEC. The Company shall promptly advise Parent of any oral comments received from include in the SEC or its staff Proxy Statement the Company Board Recommendation (other than with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofOffer).

Proxy Statement. Subject to (a) If the Stockholder Approval is required by applicable Law, as promptly as practicable after the expiration of the Offer in accordance with the terms and conditions of this AgreementSection 1.1, as soon as reasonably practicable following the date of this Agreement, the Company and Parent the Acquiror Companies shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statementstatement (together with any amendments thereof or supplements thereto, letter the "Company Proxy Statement") to holders be distributed to the stockholders of Company Common StockCompany, notice of meeting and along with a form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation vote of proxies for Company's stockholders with respect to this Agreement and the Merger. Each of the Acquiror Companies and Company will use at all reasonable best efforts to have or cause the Company Meeting, and any schedules required Proxy Statement to be filed with cleared by the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”)promptly as practicable after such filing. The Company and Parent, as the case may be, Acquiror Companies shall promptly furnish all information concerning it and the holders of its capital stock as Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with such actions. As promptly as practicable after the preparation and filing Company Proxy Statement may first be mailed to the stockholders of Company in compliance with the SEC of the Proxy Statement. Subject to the terms Exchange Act and conditions of this Agreement and all other applicable LawsLaw, the Company shall use commercially reasonable efforts to cause the Company Proxy Statement to be disseminated mailed to its stockholders entitled to notice of and to vote at the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If Stockholder Meeting. (b) If, at any time prior to before the Company MeetingEffective Time, any information event or circumstance relating to the Company, Parent, or Merger Subthe Acquiror Companies, or any of their respective directorsaffiliates, officers or affiliatesdirectors, should be discovered by the Company or Parent which any party hereto that should be set forth in an amendment or a supplement to the Company Proxy Statement Statement, so that the Proxy Statement would such document will 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 party that discovers such information shall promptly notify the other Party hereto, parties hereto and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and by the parties, filed with the SEC and, to the extent required by applicable Law, disseminated to Company's stockholders. (c) Each party hereto shall immediately notify the holders other parties hereto of (i) the receipt of any comments from the SEC relating to the Company Common StockProxy Statement, (ii) any request by the SEC for any amendment or supplement to the Company Proxy Statement or for additional information, and (iii) the clearance of the Company Proxy Statement. The Except as provided for in Article I, each party hereto shall consult with the other parties hereto with respect to, and prior to, all filings with the SEC, including the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments amendment or supplements supplement thereto, prior and all mailings to the filing thereof Company's stockholders in connection with the SECMerger, including the Company Proxy Statement. The No filing of the Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and or any amendment or supplement thereto shall provide be made by any party hereto without the consent of the other parties hereto (such consent not to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofbe unreasonably withheld).

Proxy Statement. Subject (a) If approval of the Company Stockholders is required by Massachusetts Law in order to consummate the terms and conditions of this AgreementMerger, as soon as reasonably practicable following the date of this AgreementAppointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies for use at from the Company Meeting, and any schedules required to be filed Stockholders in connection with the SEC in connection therewith (collectively, as amended or supplemented, Merger and the “Proxy Statement”)Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on as the other hand, that party hereto may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsApplicable Law, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof with the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to, the Proxy Statement shall be made by the SECCompany without providing Parent a reasonable opportunity to review and comment thereon. The Company shall promptly advise Parent after it receives notice of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliatesAffiliates, 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 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 party which discovers such information shall promptly notify the other Party party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Applicable Law, disseminated to the holders of Company Common StockStockholders. The Company and Parent shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and any amendments or supplements theretoapplicable rules of the NASDAQ. (b) Unless this Agreement is earlier terminated pursuant to Article VII hereof, prior and subject to the filing thereof with terms of Section 5.4(a) hereof, the SEC. The Company shall promptly advise Parent of any oral comments received from include in the SEC or its staff Proxy Statement the Company Board Recommendation (other than with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofOffer).

Proxy Statement. Subject If approval of the Company’s stockholders is required by Delaware Law in order to consummate the terms and conditions Merger other than pursuant to Section 253 of this Agreementthe DGCL, as soon as reasonably practicable following the date of this AgreementAppointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock for use in connection with the solicitation of proxies for use at from the Company’s stockholders in connection with the Merger and the Company Meeting, and any schedules required to be filed with the SEC in connection therewith Stockholders’ Meeting (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on as the other hand, that party hereto may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLegal Requirements, the Company shall use all commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Company’s stockholders as promptly as practicable following the clearance filing thereof with the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the SECCompany without providing Parent a reasonable opportunity to review and comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliates, 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 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 party which discovers such information shall promptly notify the other Party party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply as to form and any amendments or supplements thereto, prior to the filing thereof substance in all material respects with the SEC. The Company shall promptly advise Parent applicable requirements of any oral comments received from the SEC or its staff with respect to Exchange Act and the Proxy Statement and shall provide to Parent and its counsel any and all written comments that rules of the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofNasdaq.

Proxy Statement. Subject to The Company shall prepare and file with the terms and conditions of this Agreement, SEC as soon promptly as reasonably practicable following after the date of this Agreement, the Company and Parent shall jointly prepare, and the Company shall file with the SEChereof, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith preliminary Proxy Statement (collectively, as amended or supplemented, the “Preliminary Proxy Statement”)) relating to the Merger as required by the Exchange Act and the rules and regulations thereunder. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Each of Parent and Merger Sub on shall furnish to the other handCompany the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be required by applicable securities Laws received from the SEC or reasonably requested its staff with respect thereto, shall respond promptly to any such comments made by the other Party hereto in connection SEC or its staff with respect to the preparation and filing with the SEC of the Preliminary Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated mailed to the holders Company’s stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the necessary approval of Company Common Stock as promptly as practicable following the clearance thereof Merger by the SECits stockholders. If If, at any time prior to the Company Special Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directorsAffiliates, officers this Agreement or affiliatesthe transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party which party that discovers such information shall promptly notify the other Party heretoparty, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, and to the extent required by applicable Law, disseminated to the holders stockholders of the Company. Except as Section 5.02 expressly permits, the Proxy Statement shall include the recommendation of the Board of Directors of the Company Common Stockthat the stockholders adopt the agreement of merger set forth in this Agreement. The Company shall provide give Parent and its counsel a reasonable opportunity to review and comment on upon the Preliminary Proxy Statement, the Proxy Statement and any amendments amendment or supplements thereto, prior to supplement thereon and the filing thereof with the SEC. The Company shall promptly advise Parent give due consideration to any of any oral Parent’s comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofthereto.

Proxy Statement. Subject to the terms and conditions of this Agreement, as As soon as reasonably practicable following the date of this Agreement, the Company shall prepare in accordance with the provisions of the Exchange Act and Parent shall jointly prepare, and the Company shall file with the SECSEC the Proxy Statement. Parent and Merger Sub will cooperate with the Company in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, a proxy statement, letter to holders each of Company Common Stock, notice of meeting Parent and form of proxy accompanying the proxy statement that Merger Sub will be provided furnish to the holders of Company Common Stock in connection with the solicitation of proxies for use at information relating to it required by the Company Meeting, Exchange Act and any schedules required the rules and regulations promulgated thereunder to be filed with set forth in the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC and Parentmailed to its stockholders as promptly as practicable after such filing, including by responding as soon as reasonably practicable to any SEC comments with respect to the case may be, Proxy Statement. The Company shall promptly furnish as soon as reasonably practicable notify Parent and Merger Sub 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 shall provide Parent with copies of all information concerning correspondence between the Company and its representatives, on the one hand, or Parent and Merger Sub the SEC, on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection . The Company shall provide Parent with the preparation reasonable opportunity to review and filing with the SEC comment on drafts of the Proxy Statement. Subject to the terms and conditions of this Agreement Statement (including each amendment or supplement thereto) and all applicable Laws, responses to requests for additional information by and replies to comments of the SEC (provided that the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated (i) include in any such documents or responses all comments reasonably proposed by Parent and (ii) not file, mail or otherwise deliver such document or respond to the holders SEC or the staff of the SEC over Parent’s reasonable objection) prior to filing such with or sending such to the SEC, and the Company Common Stock as promptly as practicable following the clearance thereof by will provide Parent with copies of all such filings made and correspondence with the SEC. If at any time prior to the Company MeetingEffective Time, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC parties hereto and, to the extent required by applicable Lawlaw, the parties will cooperate with each other in connection with the preparation of an appropriate amendment or supplement describing such information, which amendment or supplement will be promptly filed by the Company with the SEC and disseminated by the Company to the holders stockholders of Company Common Stock. 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, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofCompany.

Proxy Statement. Subject to the terms and conditions of this Agreement(a) The Company will, as soon as reasonably practicable following the date of this AgreementAgreement and in any event within 15 Business Days, with the reasonable assistance of Parent and Merger Sub, prepare and furnish to the SEC the Proxy Statement. The Company shall use its reasonable best efforts to ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and CICA. Parent shall jointly prepare, furnish all information concerning itself and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting its Affiliates and form of proxy accompanying the proxy statement that will provide such other assistance as may be provided to the holders of Company Common Stock reasonably requested in connection with the solicitation of proxies for use at the Company Meetingpreparation, furnishing and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC distribution of the Proxy Statement. Subject to the terms , and conditions of this Agreement and all applicable Laws, shall promptly inform the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at whenever Parent discovers any time prior to the Company Meeting, any information fact or event relating to the Company, Parent, or Merger Sub, Parent or any of their respective directorsits Affiliates, officers or affiliates, should directors that is required to be discovered by the Company corrected or Parent which should be set forth in an amendment or supplement to the Proxy Statement. Notwithstanding the foregoing, except as otherwise expressly provided in Section 6.3 or as contemplated by Section 6.8, prior to mailing the Proxy Statement or any other proxy or consent solicitation statement with respect to any meeting of the shareholders of the Company in connection with the Merger, the Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on such document or response in advance and consider in good faith any comments provided by Parent or any of its Representatives with respect thereto. (b) If, at any time prior to the receipt of the Company Requisite Vote, any information relating to the Company or Parent, respectively, or any of their respective Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, respectively, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party heretoParties, and an appropriate the Company and Parent shall cooperate in the prompt furnishing to the SEC of any necessary amendment of, or supplement to to, the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated in disseminating the information contained in such amendment or supplement to shareholders of the Company. Nothing in this Section 6.1(b) shall limit the obligations of any Party under Section 6.1(a). For purposes of this Section 6.1, any information concerning or related to the holders Company, its Affiliates or the Shareholders Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent or its Affiliates will be deemed to have been provided by Parent. Except to the extent that the Board of Company Common Stock. The Company Directors shall provide Parent and its counsel have made a reasonable opportunity to review and comment on Change of Recommendation as expressly set forth in Section 6.3 or as contemplated by Section 6.8, the Proxy Statement and any amendments or supplements thereto, prior to will include the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofRecommendation.

Proxy Statement. Subject (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the terms and conditions of this AgreementMerger, as soon as reasonably practicable following the date of this AgreementAppointment Time, the Company Company, Parent and Parent Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company Company, Parent and ParentAcquisition Sub, as the case may be, shall promptly furnish all information concerning the Company Company, on the one hand, or and Parent and Merger Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, that may be required by applicable securities Laws or reasonably requested by as the other Party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLaw, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof by with the SECSEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. If at any time prior to the Company Meeting, any information relating to Each of the Company, Parent, or Merger Sub, Parent and Acquisition Sub shall promptly correct any information provided by it or any of their its respective directors, officers or officers, employees, affiliates, should be discovered by the Company agents or Parent which should be set forth other representatives for use in an amendment or supplement to the Proxy Statement so if and to the extent that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment have become false or supplement misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement describing such information shall Statement, as so corrected, to be promptly prepared and filed with the SEC andand disseminated to the Company Stockholders, in each case as and to the extent required by applicable Law, disseminated to the holders of Company Common StockLaws. The Company shall provide Parent Parent, Acquisition Sub and its their counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect provide in writing to the Proxy Statement Parent, Acquisition Sub and shall provide to Parent and its their counsel any and all comments or other communications, whether written comments that or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofsuch receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such comments. (b) Unless this Agreement is earlier terminated pursuant to Article IX, subject to the terms of Section 7.5(b), the Company shall include the portion of the Company Board Recommendation relating to the Merger and the adoption of this Agreement in the Proxy Statement.

Proxy Statement. Subject (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the terms and conditions of this AgreementMerger, as soon as reasonably practicable following the date of this AgreementAcceptance Time, the Company Company, Parent and Parent Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company Company, Parent and ParentAcquisition Sub, as the case may be, shall promptly furnish all information concerning the Company Company, on the one hand, or and Parent and Merger Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, that may be required by applicable securities Laws or reasonably requested by as the other Party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLaw, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof by with the SECSEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. If at any time prior to the Company Meeting, any information relating to Each of the Company, Parent, or Merger Sub, Parent and Acquisition Sub shall promptly correct any information provided by it or any of their its respective directors, officers or officers, employees, affiliates, should be discovered by the Company agents or Parent which should be set forth other representatives for use in an amendment or supplement to the Proxy Statement so if and to the extent that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment have become false or supplement misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement describing such information shall Statement, as so corrected, to be promptly prepared and filed with the SEC andand disseminated to the Company Stockholders, in each case as and to the extent required by applicable Law, disseminated to the holders of Company Common StockLaws. The Company shall provide Parent Parent, Acquisition Sub and its their counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect provide in writing to the Proxy Statement Parent, Acquisition Sub and shall provide to Parent and its their counsel any and all comments or other communications, whether written comments that or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofsuch receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and to participate in any discussions with the SEC or its staff regarding any such comments. (b) Unless this Agreement is earlier terminated pursuant to Article IX, subject to the terms of Section 7.5, the Company shall include the portion of the Company Board Recommendation relating to the Merger and the adoption of this Agreement in the Proxy Statement.

Proxy Statement. Subject to the terms and conditions of this Agreement, as (a) As soon as reasonably practicable following the date of this Agreement (and in no event later than fifteen (15) Business Days following the date of this Agreement), the Company shall, in consultation with Parent, prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith preliminary form a proxy statement (collectively, as amended together with any amendments thereof or supplementedsupplements thereto, the “Proxy Statement”) relating to the meeting of the Company’s stockholders held for the purpose of approving and adopting this Agreement and the Transactions, including the Merger (including any adjournment or postponement thereof, the “Company Stockholders Meeting”). The Company and Parent, as the case may be, shall promptly furnish all information concerning Merger Sub and the Company on the one hand, or Parent and Merger Sub on the will cooperate with each other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to Without limiting the terms generality of the foregoing, each of Parent and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior Merger Sub will furnish to the Company Meeting, any the information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered it required by the Company or Parent which should Exchange Act to be set forth in an amendment or supplement to the Proxy Statement, and such information, at the date the Proxy Statement so that is first mailed to the Proxy Statement would Company’s stockholders and at the time of the Company Stockholders Meeting, will not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Company shall use its commercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof and file all necessary amendments thereto in connection with such SEC comments. The Company shall promptly notify Parent and Merger Sub of the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement and any request by the SEC (or the staff of the SEC) for any amendment to the Proxy Statement or for additional information and shall consult with Parent regarding, and provide Parent with copies of, all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response and the Company shall in good faith consider including all such comments proposed by Parent, but the Company shall not be obligated to incorporate any such comments. The Company shall, after the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement, cause the Proxy Statement to be mailed to the Record Holders entitled to vote at the Company Stockholders Meeting, and shall cause the Company Stockholders Meeting to be held as soon as reasonably practicable following such mailing (but in no event more than 45 days after the date of such mailing). (b) The Proxy Statement, at the date it is first mailed to the Company’s stockholders, or at the time of the Company Stockholders Meeting, 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 made therein not false or misleading in light of the circumstances under which they are made. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, any obligations of the Company with respect to this Section 6.2(b) do not extend to statements made or incorporated by reference in the Proxy Statement based on information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference therein. (c) If at any time prior to the Company Stockholders Meeting any information relating to the Company or Parent, or any of their respective Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent (as applicable), 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 party which discovers such information shall promptly notify the other Party heretoparty, and an appropriate amendment or supplement to the Proxy Statement describing such information promptly shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders stockholders of Company Common Stock. 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, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofCompany.

Proxy Statement. Subject to (a) In connection with the terms and conditions of this AgreementCompany Shareholders’ Meeting, if any, as soon as reasonably practicable following the date of this AgreementAppointment Time, the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock for use in connection with the solicitation of proxies for use at from the Company Meeting, and any schedules required to be filed Shareholders in connection with the SEC in connection therewith Merger and the Company Shareholders’ Meeting (collectively, as amended together with any amendments thereof or supplementedsupplements thereto, the “Proxy Statement”). The Company Company, Parent and ParentMerger Sub, as the case may be, shall promptly furnish all information concerning the Company on the one handCompany, or Parent and Merger Sub on as the other handparty or parties hereto, that as the case may be required by applicable securities Laws or be, may reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the terms Proxy Statement shall be made by the Company without providing Parent a reasonable opportunity to review and conditions comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If the adoption of this Agreement and all by the Company Shareholders is required by applicable LawsLaw, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated mailed in accordance with applicable Law to the holders Company Shareholders as of the record date established for the Company Common Stock Shareholders’ Meeting as promptly as reasonably practicable following after the clearance thereof by date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement. If at any time prior to the Company Shareholders’ Meeting, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliatesAffiliates, should be discovered by the Company Company, Parent or Parent Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common StockShareholders. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply as to form and any amendments or supplements theretosubstance in all material respects with the applicable requirements of the Exchange Act and the rules of NASDAQ. (b) Unless this Agreement is earlier terminated pursuant to Article IX hereof, prior subject to the filing thereof with terms of Section 7.2(b) hereof, the SEC. The Company shall promptly advise Parent of any oral comments received from include in the SEC or its staff Proxy Statement the Company Board Recommendation (other than with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofOffer).

Proxy Statement. Subject to the terms and conditions of this Agreement, as (a) As soon as reasonably practicable following possible after the date of this Agreement, the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed preliminary Proxy Statement with the SEC in connection therewith (collectively, as amended or supplemented, under the “Exchange Act and shall use its reasonable best efforts to have such preliminary Proxy Statement”)Statement cleared by the SEC promptly. The Company and agrees to use its reasonable best efforts, after consultation with Parent, as to respond promptly to all comments of and requests by the case may be, shall promptly furnish SEC with respect to such preliminary Proxy Statement and to cause a definitive Proxy Statement and all information concerning required amendments and supplements thereto to be disseminated to the Company Stockholders entitled to vote at the Stockholders’ Meeting at the earliest practicable time. The Company will notify Parent promptly of the receipt of and will respond promptly to any (1) comments from the SEC or its staff and (2) request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or Parent and Merger Sub its staff, on the other hand, that may with respect to the Proxy Statement or the Merger. Parent and its counsel will be required by applicable securities Laws given a reasonable opportunity to be involved in the drafting of and review and comment upon the Proxy Statement and any amendment or reasonably requested by the other Party hereto in connection with the preparation supplement thereto and any such correspondence prior to its filing with the SEC of the Proxy Statement. Subject or dissemination to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts Stockholders. (b) No amendment or supplement to cause the Proxy Statement to will be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof made by the SECCompany without the prior approval of Parent, which approval will not be unreasonably withheld, conditioned or delayed. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Parent, or Merger Sub, Sub or any of their respective directorsaffiliates, directors or officers or affiliates, the Transactions should be discovered by the Company or Parent Parent, which such Party believes should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, the Party which that discovers such information (or the Party whose Subsidiary discovers such information) shall promptly notify the other Party heretoParty, and an appropriate amendment amendment, supplement or supplement to other filing, if any, incorporated by reference into the Proxy Statement describing such information shall be promptly prepared and filed by the Company with the SEC upon mutual agreement of Parent and the Company and, to the extent required by applicable Law, (1) disseminated to the holders of Company Common Stock. Stockholders, and (2) proxies in connection therewith will be resolicited, in each case, as promptly as reasonably practicable. (c) The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause (1) the Proxy Statement and any amendments or supplements thereto, prior to include all information required under applicable Law to be furnished to the filing thereof Company Stockholders in connection with the Merger and the Transactions including the Company Board Recommendation and (2) all documents filed by the Company with the SEC in connection with the Merger to comply as to form and substance with all applicable requirements of the Exchange Act. The information included or incorporated by reference in the Proxy Statement will not at the time (A) the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC, (B) the Proxy Statement is disseminated to the Company Stockholders, or (C) 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 made therein, in light of the circumstances under which they were made, not misleading. The Notwithstanding the foregoing, the Company shall promptly advise Parent of any oral comments received from the SEC makes no representation or its staff warranty with respect to statements made in the Proxy Statement regarding Parent or Merger Sub and shall provide to furnished in writing by Parent or Merger Sub expressly for inclusion in the Proxy Statement. It is understood and its counsel any and agreed that all written comments that the Company or its counsel may receive from the SEC or its staff with respect to other information in the Proxy Statement will be deemed to have been furnished by the Company. Parent and Merger Sub shall supply all information regarding Parent and Merger Sub reasonably requested by the Company in connection with the preparation of the Proxy Statement as promptly after receipt thereofas practicable.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon As promptly as reasonably practicable following after the date execution of this AgreementAgreement (and, the Company in any case, within twenty (20) Business Days), Seller shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided relating to the holders approval by the shareholders of Company Common Stock in connection with Seller of this Agreement and the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith transactions contemplated hereby (collectively, as amended or supplemented, the “Proxy Statement”). The Company ) and Parent, as the case may be, Seller and Purchaser shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the use their respective commercially reasonable efforts to cooperate with each other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms Seller and conditions of this Agreement and all applicable Laws, the Company Purchaser shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Proxy Statement and Seller shall cause the Proxy Statement to be disseminated mailed to the holders shareholders of Company Common Stock Seller as promptly as practicable following after the clearance thereof resolution of any such comments. Purchaser shall furnish all information as may be reasonably requested by Seller in connection with the SECpreparation, filing and distribution of the Proxy Statement, and no filing of, or amendment or supplement to, the Proxy Statement, or any response to any comments of the SEC with respect thereto, will be made by Seller, in each case without providing Purchaser a reasonable opportunity to review and comment thereon. If at any time prior to the Company Meeting, Closing any information relating to the Company, Parent, or Merger SubPurchaser, or any of their respective directorsits Affiliates, officers directors or affiliatesofficers, should be discovered by the Company or Parent Seller which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement 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 are made, not misleading, the Party which discovers such information Seller shall promptly notify the other Party hereto, Purchaser and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable LawApplicable Law or the SEC, disseminated to the holders shareholders of Company Common StockSeller. The Company Seller shall provide Parent and its counsel a reasonable opportunity to review and comment on notify Purchaser promptly of the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent receipt of any oral comments received from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Purchaser with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or staff of the SEC, on the other hand, with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that or the Company or its counsel may receive from sale of the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofPurchased Assets.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon promptly as reasonably practicable following after the date of this Agreementhereof, the Company shall, subject to the prior review and approval of Parent (which approval shall jointly prepare, not be unreasonably withheld) prepare and the Company shall file with the SECSEC the Proxy Statement in preliminary form as required by the Exchange Act and the rules and regulations promulgated thereunder, a proxy statement, letter and shall use its reasonable best efforts to holders of have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent and Merger Sub shall furnish all information as the Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock may reasonably request in connection with such actions and the solicitation preparation of proxies for use the Proxy Statement. The Company shall as promptly as practicable provide Parent and Merger Sub with, and consult with Parent and Merger Sub regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, after consultation with Parent, respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Company’s shareholders at the earliest practicable date. All filings by the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectivelywith the transactions contemplated hereby, as amended and all mailings to or supplemented, other communications with the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto Company’s shareholders in connection with the preparation Merger and filing with the SEC of the Proxy Statement. Subject other transactions contemplated by this Agreement, shall be subject to the terms and conditions prior review of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SECParent. If at any time prior to the Company MeetingClosing, any information relating to the Merger, the Company, Parent, or Merger Sub, Sub or any of their respective directorsAffiliates, officers directors or affiliatesofficers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoparty, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, and disseminated to the holders shareholders of Company Common Stock. 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, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofCompany.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable (a) Promptly following the date of this Agreement, the Company and Parent shall jointly prepareSeller shall, and shall use Best Efforts to cause its Representatives and Affiliates to: (i) furnish to Buyer and its Representatives all of the Company shall file with information regarding Seller, the SECPurchased Business, a proxy statementthe Purchased Assets and the Assumed Liabilities (such information, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement “Seller Disclosure Information”) that will be provided to the holders of Company Common Stock Buyer may reasonably request in connection with the solicitation preparation of proxies the Proxy Statement and (ii) cooperate with Buyer and its Representatives and Affiliates in the preparation of pro forma financial information required to be included, or reasonably requested by Buyer for use at inclusion, in the Company MeetingProxy Statement. As promptly as reasonably practicable after Buyer’s receipt from Seller of all Seller Disclosure Information, Buyer shall prepare and any schedules required cause the Proxy Statement to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”)SEC. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company Buyer shall use commercially reasonable efforts Best Efforts to cause the Proxy Statement to be disseminated to comply with the holders of Company Common Stock as promptly as practicable following the clearance thereof rules and regulations promulgated by the SEC. (b) Buyer shall promptly: (i) notify Seller upon the receipt of any comments or requests for additional information from the SEC relating to the Proxy Statements; (ii) promptly respond to any such comments or requests for additional information following the receipt of any such comments or requests; and (iii) provide Seller with copies of correspondence between Buyer and its Representatives, on the one hand, and the SEC and its staff, on the other hand, with respect to the Proxy Statement. Seller shall promptly furnish to Buyer any Seller Disclosure Information reasonably requested by Buyer in connection with its response to any such comments. (c) Prior to the filing or mailing of the Proxy Statement, or responding to any comments or requests for information from the SEC, Buyer shall provide Seller with the opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings. (d) If at any time prior to the Company Meeting, Buyer Stockholders’ Meeting any information relating to the Company, Parentevent shall occur, or Merger Sub, fact or any of their respective directors, officers or affiliates, should information shall be discovered by the Company or Parent which should Buyer, that is required to be set forth in an amendment of or a supplement to the Proxy Statement, Buyer shall, in accordance with the procedures set forth in this Section 5.9, prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and cause such amendment or supplement to be distributed to the stockholders of Buyer if and to the extent required by any Legal Requirement. Seller agrees to furnish to Buyer all information concerning Seller and its Affiliates as may be reasonably requested in connection with the foregoing. If any event relating to any of Seller Disclosure Information occurs, or if Seller becomes aware of any Seller Disclosure Information, that should be disclosed in an amendment or supplement to the Proxy Statement so that Statement, then Seller shall promptly inform Buyer thereof and shall cooperate with Buyer in filing such amendment or supplement with the SEC. (e) Buyer shall cause the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary be mailed to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall Buyer’s stockholders as promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with as reasonably practicable after the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment notifies Buyer that it has no further comments on the preliminary Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofStatement.

Proxy Statement. Subject (a) If the Company Stockholders are required under the DGCL to adopt this Agreement in order to consummate the terms and conditions of this AgreementMerger, as soon as reasonably practicable following the date Appointment Time and the end of any “subsequent offering period” permitted pursuant to this Agreement, the Company Company, Parent and Parent Acquisition Sub shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company Company, Parent and ParentAcquisition Sub, as the case may be, shall promptly furnish all information concerning the Company Company, on the one hand, or and Parent and Merger Acquisition Sub (and their respective Affiliates, if applicable), on the other hand, that may be required by applicable securities Laws or reasonably requested by as the other Party hereto may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLaw, the Company shall use commercially reasonable best efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof by with the SECSEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. If at any time prior to the Company Meeting, any information relating to Each of the Company, Parent, or Merger Sub, Parent and Acquisition Sub shall promptly correct any information provided by it or any of their its respective directors, officers or officers, employees, affiliates, should be discovered by the Company agents or Parent which should be set forth other representatives for use in an amendment or supplement to the Proxy Statement so if and to the extent that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment have become false or supplement misleading in any material respect. The Company shall take all steps necessary to cause the Proxy Statement describing such information shall Statement, as so corrected, to be promptly prepared and filed with the SEC andand disseminated to the Company Stockholders, in each case as and to the extent required by applicable Law, disseminated to the holders of Company Common StockLaws. The Company shall provide Parent Parent, Acquisition Sub and its their counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel (it being understood that Parent, Acquisition Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect provide in writing to the Proxy Statement Parent, Acquisition Sub and shall provide to Parent and its their counsel any and all comments or other communications, whether written comments that or oral, the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofsuch receipt, and the Company shall provide Parent, Acquisition Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which the Company shall give reasonable and good faith consideration to any comments made by Parent, Acquisition Sub and their counsel) and, to the extent deemed appropriate by the Company in its reasonable discretion, to participate in any discussions with the SEC or its staff regarding any such comments. (b) Unless this Agreement is earlier terminated pursuant to Article X, subject to the terms of Section 6.3(b), the Company shall include the portion of the Company Board Recommendation relating to the Merger and the adoption of this Agreement in the Proxy Statement.

Proxy Statement. Subject to (a) As promptly as practicable after the terms and conditions execution of this Agreement, as soon as reasonably practicable following Agreement (which in no event shall be later than the 15th Business Day after the date of this Agreement, the Company shall prepare (in consultation with the Parent and Parent shall jointly prepare, after taking into account any comments made by the Parent) and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying SEC the proxy statement that will to be provided sent to the holders shareholders of the Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith Shareholders’ Meeting (collectively, such proxy statement as amended or supplemented, supplemented is referred to herein as the “Proxy Statement”)) relating to the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the shareholders of the Company. The Each of the Company and Parent, as the case may be, Parent shall promptly furnish all information concerning itself and its Affiliates that is required to be included in the Company on the one handProxy Statement, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto is customarily included in a proxy statement prepared in connection with the preparation and filing with the SEC transactions of the Proxy Statementtype contemplated by this Agreement. Subject to the terms and conditions of this Agreement and all applicable Laws, the The Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and to cause the definitive Proxy Statement to be disseminated mailed to the holders of Company Common Stock Company’s shareholders as promptly as reasonably practicable following after the clearance thereof by date of this Agreement. The Company shall promptly notify the SECParent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide the 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. If at any time prior to the Company Meeting, Shareholders’ Meeting any information relating to the Company, Parent, or Merger Sub, the Parent or any of their respective directorsAffiliates, officers or affiliates, should be directors is discovered by the Company or the Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would or the other filings shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoparty, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders shareholders of Company Common Stockthe Company. The Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or making the other filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide the Parent and its counsel a reasonable an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SECParent. The Company shall cause the Proxy Statement to be mailed to the holders of Company Common Stock as of the record date established for the Shareholders’ Meeting as promptly advise Parent of any oral comments received from as reasonably practicable, and in no event more than five (5) Business Days after the date on which the SEC (or its the staff of the SEC) confirms that it has no further comments on the Proxy Statement. (b) The information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders’ Meeting, be false or misleading with respect to any material fact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by the Parent expressly for inclusion in the Proxy Statement and shall provide to or omitted by, the Parent or the Merger Sub which is contained in any of the foregoing documents. (c) The information supplied by the Parent and its counsel the Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement shall not, at the date the Proxy Statement (or any and all written comments that amendment thereof or supplement thereto) is first mailed to shareholders or at the Company time of the Shareholders’ Meeting, be false or its counsel may receive from the SEC or its staff misleading with respect to any material fact required to be stated therein, or omit to state any material fact necessary in order to make the Proxy Statement promptly after receipt thereofstatements made therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Parent and the Merger Sub make no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall jointly prepare, and the (a) The Company shall promptly prepare and file with the SECCommission preliminary and final versions of the Proxy Statement relating to this Agreement and the transactions contemplated hereby, and to increase size of or adopt a proxy statement, letter new stock option plan for up to holders 1,000,000 shares of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with (the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”"PROXY STATEMENT"). The Company shall use its best efforts to have the Proxy Statement cleared by the Commission and Parent, as mailed to its stockholders at the case may be, earliest practicable date. The Company shall promptly cooperate and consult with ZGNA with respect to the Proxy Statement and any related Commission comments. (b) The Company will furnish all ZGNA with such information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto its Subsidiaries as is necessary in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts order to cause the Proxy Statement, insofar as it relates to the Company and its Subsidiaries, to comply with applicable law. None of the information relating to the Company and its Subsidiaries supplied by the Company for inclusion in the Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be disseminated stated therein or necessary in order to make the holders statements therein, in light of the circumstances under which they are made, not misleading. The Company Common Stock as agrees promptly as practicable following the clearance thereof by the SEC. If to advise ZGNA if, at any time prior to the meeting of the stockholders of the Company Meetingreferenced herein, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered provided by the Company or Parent which should be set forth it in an amendment or supplement to the Proxy Statement so that is or becomes incorrect or incomplete in any material respect and to provide ZGNA with the information needed to correct such inaccuracy or omission. The Company will furnish ZGNA and the Company's shareholders with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the Company and its Subsidiaries, to comply with applicable law after the mailing thereof to the stockholders of the Company. (c) ZGNA will furnish the Company with such information concerning ZGNA, ZBI and the Contributed Subsidiaries as is necessary in order to cause the Proxy Statement, insofar as it relates to ZGNA, ZBI and the Contributed Subsidiaries, to comply with applicable law. None of the information relating to ZGNA, ZBI and the Contributed Subsidiaries supplied by ZGNA for inclusion in the Proxy Statement would not include will be false or misleading with respect to any misstatement of a material fact or will 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. ZGNA agrees promptly to advise the Company if, at any time prior to the Party which discovers such meeting of stockholders of the Company referenced herein, any information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to provided by it in the Proxy Statement describing such information shall be promptly prepared is or becomes incorrect or incomplete in -45- any material respect and filed to provide the Company with the SEC andinformation needed to correct such inaccuracy or omission. ZGNA will furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to ZGNA, ZBI and the Contributed Subsidiaries, to comply with applicable law after the extent required by applicable Law, disseminated mailing thereof to the holders stockholders of Company Common Stock. 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, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofCompany.

Proxy Statement. Subject to the terms and conditions of this Agreement, as (i) As soon as reasonably practicable following after the date of this Agreementhereof, the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statement, letter to holders of Company Common Stock, notice of meeting statement and a form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock proxy, in connection with the solicitation vote of proxies for use the Company's shareholders to be held at the Company MeetingSpecial Meeting with respect to this Agreement (such proxy statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's shareholders, being the "Proxy Statement") and shall use its best efforts to respond promptly to any schedules required to be filed with comments of the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company its staff and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated mailed to the holders of Company Common Stock Company's shareholders as promptly as practicable following after responding to all such comments to the clearance thereof by satisfaction of the staff of the SEC. Acquiror and Newco shall furnish such information concerning Acquiror and Newco as is necessary to cause the Proxy Statement, insofar as it relates to Acquiror and Newco, to be prepared in accordance with the Rules and Regulations of the SEC. The Company shall notify Acquiror promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Acquiror 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 Merger. Prior to filing the Proxy Statement with the SEC, the Company shall provide reasonable opportunity for Acquiror to review and comment upon the contents of the Proxy Statement and shall not include therein or omit therefrom any information to which counsel to Acquiror shall reasonably object. The Proxy Statement shall include the recommendation of the Company's Board of Directors in favor of the Merger. (ii) If at any time prior to the Company Meeting, Special Meeting any information event or circumstances relating to the Company, Parent, Acquiror or Merger Sub, Newco or any of their respective directorsaffiliates, or their respective officers or affiliatesdirectors, should be discovered by the Company Company, Acquiror or Parent which Newco that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of 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 misleadingStatement, the Party which discovers such information Company shall promptly notify the other Party heretoinform Acquiror and Newco, and an appropriate Acquiror and Newco shall promptly inform the Company, as the case may be, and the Company shall prepare, file with the SEC, and mail such amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed shareholders of the Company in accordance with the SEC and, to procedures (including the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity procedures relating to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofby Acquiror) set forth in Section 4.2(l)(i).

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall jointly prepare, and the The Company shall prepare and file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation assistance of proxies for use at the Company Meeting, and any schedules required subject to be filed prior consultation with the SEC in connection therewith (collectivelyParent, as amended or supplementedpromptly as reasonably practicable after the date hereof, a preliminary Proxy Statement (the “Preliminary Proxy Statement”)) relating to the Merger as required by the Exchange Act and the rules and regulations thereunder. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Each of Parent and Merger Sub on shall furnish to the other handCompany the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be required by applicable securities Laws received from the SEC or reasonably requested its staff with respect thereto, shall, subject to prior consultation with Parent, respond promptly to any such comments made by the other Party hereto in connection SEC or its staff with respect to the preparation and filing with the SEC of the Preliminary Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the definitive Proxy Statement to be disseminated mailed to the holders Company Stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the Requisite Stockholder Approval. The Company shall ensure that neither the Preliminary Proxy Statement nor the definitive Proxy Statement contain any untrue statement of Company Common Stock as promptly as practicable following a material fact or omit to state any material fact required to be stated therein or necessary in order to make the clearance thereof by statements therein, in light of the SECcircumstances under which they are made, not misleading. If Parent shall ensure that none of the information it supplies for inclusion in the Preliminary Proxy Statement or the definitive Proxy Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Company Special Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directorsAffiliates, officers this Agreement or affiliatesthe transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the definitive Proxy Statement Statement, so that the definitive Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party which party that discovers such information shall promptly notify the other Party heretoparty, and the Company shall cause an appropriate amendment or supplement to the Proxy Statement describing such information shall to be promptly prepared and filed with the SEC andSEC, and to the extent required by applicable Law, disseminated to the holders of Company Common StockStockholders. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the definitive Proxy Statement and any amendments or supplements thereto, prior to the filing thereof comply as to form in all material respects with the SEC. The Company shall promptly advise Parent provisions of any oral comments received from the Exchange Act and the rules and regulations of the SEC or its staff with respect to promulgated thereunder. Except as Section 5.02 expressly permits, the definitive Proxy Statement and shall provide to Parent and its counsel any and all written comments include the recommendation of the Company Board that the Company or its counsel may receive from Stockholders adopt the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofagreement of merger set forth in this Agreement.

Proxy Statement. Subject to (a) As promptly as practicable after the terms and conditions of this Agreement, as soon as reasonably practicable following the date execution of this Agreement, the Company shall prepare and file with the SEC preliminary proxy materials which shall constitute the Proxy Statement. As promptly as practicable after final comments received from the SEC thereon and after the furnishing by the Company and Parent shall jointly prepareof all information required to be contained therein, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying SEC the proxy statement that will be provided definitive Proxy Statement relating to the holders adoption of this Agreement and approval of the transactions contemplated hereby by the stockholders of the Company Common Stock pursuant to this Agreement. The Company shall permit Parent and its counsel to review and provide comments to the Proxy Statement, and shall incorporate any such comments that are reasonable into the Proxy Statement before it is filed with the SEC. (b) The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and of any request by the solicitation SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filings or for additional information, and will supply Parent with copies of proxies for use at all correspondence between the Company Meetingor any of its representatives, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, and the SEC or Parent and Merger Sub its staff or any other government officials, on the other hand, that may be required by applicable securities Laws with respect to the Proxy Statement or reasonably requested by the any other Party hereto in connection with the preparation and filing with filing. The Company will not file any amendment or supplement to, or any correspondence to the SEC of or its staff with respect to, the Proxy Statement. Subject , without providing Parent a reasonable opportunity to the terms review and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. comment thereon. (c) If at any time prior to the vote of stockholders at the Company Meeting, Stockholders Meeting any information relating to the Company, Company or Parent, or Merger Sub, or any of their its respective directorsaffiliates, officers or affiliatesdirectors, 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 such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party hereto, party hereto and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity Whenever any event occurs which is required to review and comment on be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company or Parent will promptly inform the other of such occurrence and any amendments or supplements thereto, prior to the cooperate in filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect or any other government officials and/or mailing to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company stockholders of Company, such amendment or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofsupplement.

Proxy Statement. Subject (a) As promptly as practicable, and in no event later than thirty (30) days following the Closing Date, the Company shall prepare a draft of the Proxy Statement and file such Proxy Statement with the SEC. The Company shall provide ProFrac with a reasonable opportunity to review and comment on such draft prior to filing, and ProFrac shall reasonably promptly provide any such comments to the terms and conditions of this Agreement, Company. (b) The Company shall use its commercially reasonable efforts to (i) respond to any comments on the Proxy Statement or requests for additional information from the SEC as soon as reasonably practicable following after receipt of any such comments or requests, and (ii) cause a definitive form of the Proxy Statement to be mailed to the Stockholders as promptly as practicable after the date of this Agreement, . The Company shall promptly (A) notify ProFrac upon the receipt of any such comments or requests and (B) provide ProFrac and its Representatives with copies of all correspondence between the Company and Parent shall jointly prepareits Representatives, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub the SEC and its staff, on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company MeetingStockholders Meeting (or any adjournment or postponement thereof), any information relating to the Company, Parent, or Merger SubProFrac, or any of their respective directors, officers Affiliates or affiliates, Representatives should be discovered by the Company or Parent ProFrac which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party which discovers such information shall promptly notify the other Party heretoParties, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders Stockholders. Notwithstanding the foregoing, prior to responding to any comments or requests of Company Common Stock. The the SEC or the filing or mailing of the Proxy Statement (or any amendment or supplement thereto), the Company shall provide Parent ProFrac and its counsel Representatives with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and any amendments or supplements related correspondence and filings. To the extent ProFrac and its Representative provide reasonably prompt comments thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent include in such drafts, correspondence, and filings all comments reasonably proposed by or on behalf of any oral comments received from ProFrac. (c) The Proxy Statement shall include the SEC Board Recommendation. None of the information supplied or its staff with respect to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement and shall provide to Parent and its counsel any and all written comments that will, at the Company or its counsel may receive from the SEC or its staff with respect to time the Proxy Statement promptly after receipt is mailed to the Stockholders or at the time of the Company Stockholders Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except for the statements or omissions based on information provided by ProFrac or its Representatives. The preliminary and definitive versions of the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Proxy Statement. Subject to the terms and conditions of this Agreement, (a) As promptly as soon as reasonably practicable following the date of this Agreementhereof, the Company shall prepare and Parent shall jointly prepare, and the Company shall file cause to be filed with the SEC, and Parent and Merger Sub shall cooperate with the Company in preparation of, a proxy statement relating to the Stockholders Meeting (such proxy statement, including the letter to holders of Company Common Stockstockholders, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectivelyother document incorporated or referenced therein, as amended including any amendment or supplementedsupplement thereto, the “Proxy Statement”). The Company and ParentWithout limiting the generality of the foregoing, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or each of Parent and Merger Sub on will promptly furnish to the other handCompany the information relating to it that is required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement, that may be required is customarily included in the proxy statements prepared in connection with transactions of the type contemplated by applicable securities Laws this Agreement or that is reasonably requested by the other Party hereto Company. The Company agrees that at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, the Proxy Statement will comply in connection all material respects with the preparation applicable provisions of the Exchange Act and the rules and regulations thereunder. (b) The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable following its filing with the SEC of the Proxy StatementSEC. Subject to the terms and conditions of this Agreement and all applicable Laws, the The Company shall use commercially reasonable efforts to will cause the Proxy Statement to be disseminated mailed to the holders of Company Common Stock Company’s stockholders as promptly as reasonably practicable following after the clearance thereof Proxy Statement is cleared by the SEC. If at any time prior to . (c) Each of Parent and Merger Sub agree that none of the Company Meeting, any information relating to the Company, Parent, or Merger Sub, supplied by it or any of their its respective directors, officers Subsidiaries for inclusion or affiliates, should be discovered incorporation by the Company or Parent which should be set forth reference in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include will contain any misstatement 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. If at any time prior to the Stockholders Meeting, any event or circumstance relating to the Party which discovers such information shall promptly notify Company, Parent, Merger Sub or their respective Affiliates should be discovered by Parent or Merger Sub which, pursuant to the other Party heretoSecurities Act or Exchange Act, and should be set forth in an appropriate amendment or a supplement to the Proxy Statement, such party shall reasonably promptly inform the Company. If at any time prior to the Stockholder Meeting, any such event or circumstance is discovered by the Company, Parent or Merger Sub, then in each case the Company shall, reasonably promptly after becoming aware thereof, amend or supplement, as applicable, the Proxy Statement describing to include disclosure of such information shall be promptly prepared and fact or event. (d) The Company agrees that the Proxy Statement will not, at the time the Proxy Statement is filed with the SEC andSEC, to at the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on time the Proxy Statement and any amendments or supplements thereto, prior is first mailed to the filing thereof stockholders of the Company or 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. No representation is made by the Company with respect to statements made in the SEC. Proxy Statement based on information supplied, or required to be supplied, by or on behalf of Parent, Merger Sub or any of their Affiliates specifically for inclusion or incorporation by reference therein. (e) The Company shall promptly advise notify Parent of any oral the receipt of all comments received from of the SEC or its staff with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information. The Company shall promptly provide to Parent and its counsel any and copies of all written comments that correspondence between the Company or and/or any of its counsel may receive from Representatives and the SEC or its staff with respect to the Proxy Statement. The Company shall use its reasonable best efforts (with the assistance of Parent) to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement from the SEC and the Company shall cause the definitive Proxy Statement to be mailed promptly after receipt thereofthe date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. (f) Subject to applicable Law, notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, to the fullest extent reasonably practicable the Company shall provide Parent with an 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. Subject (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the terms and conditions Merger other than pursuant to Section 253 of this Agreementthe DGCL, as soon as reasonably practicable following the date of this AgreementAppointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies for use at from the Company Meeting, and any schedules required to be filed Stockholders in connection with the SEC in connection therewith (collectively, as amended or supplemented, Merger and the “Proxy Statement”)Company Stockholders' Meeting. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on as the other hand, that party hereto may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLegal Requirements, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof with the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the SECCompany without providing Parent a reasonable opportunity to review and comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders' Meeting, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliatesAffiliates, 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 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 party which discovers such information shall promptly notify the other Party party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply as to form and any amendments or supplements theretosubstance in all material respects with the applicable requirements of the Exchange Act and the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article IX hereof, prior subject to the filing thereof with terms of Section 7.2(b) hereof, the SEC. The Company shall promptly advise Parent of any oral comments received from include in the SEC or its staff Proxy Statement the Company Board Recommendation (other than with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofOffer).

Proxy Statement. Subject to the terms and conditions of this Agreement, as As soon as reasonably practicable following the date of this AgreementAgreement Date, the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SECSEC the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Acquiror and its counsel a proxy statementreasonable opportunity to review and comment thereon and reflecting therein all reasonable comments proposed by Acquiror and its counsel. The Company will promptly advise Acquiror, letter to holders of Company Common Stock, notice of meeting and the time when the definitive form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be Proxy Statement has been filed with the SEC in connection therewith (collectively, as amended or supplementedany supplement or amendment has been filed, the “issuance of any stop order, or any oral or written request by the SEC for amendment of the Proxy Statement”)Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide Acquiror with copies of any written communication from the SEC or any state securities commission. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto will respond in connection with the preparation and filing with good faith to any comments of the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to will cause the Proxy Statement to be disseminated mailed to the holders of Company Common Stock its stockholders as promptly soon as practicable following the clearance thereof by the SECreasonably practicable. If at any time prior to the Company Meeting, Effective Time any event or information (including any Change in Recommendation) relating to the Company, Parent, or Merger Sub, or any of their respective directorsits Affiliates, Table of Contents officers or affiliatesdirectors, should be discovered by Acquiror or the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement 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, therein not misleading, the Party party which discovers such information shall promptly notify the other Party hereto, parties hereto and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Applicable Law, disseminated to the holders of Company Common Stock. 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, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofStockholders.

Proxy Statement. Subject (a) In connection with the Stockholders' Meeting contemplated hereby, as promptly as practicable after Offeror first purchases Shares pursuant to the terms Offer or if the parties proceed under Section 6.1(b) hereof, and conditions if required by applicable law, the Company will promptly prepare and file, and Parent will cooperate with the Company in the preparation and filing of, a preliminary Company Proxy Statement (the "Preliminary Proxy Statement") with the SEC and will use its commercially reasonable best efforts to respond to the comments of this Agreementthe SEC concerning the Preliminary Proxy Statement and to cause the Company Proxy Statement to be mailed to the Company's stockholders, in each case as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall jointly prepare, and the practicable. The Company shall file with pay the filing fees for the Preliminary Proxy Statement. Each party to this Agreement will notify the other parties promptly of the receipt of the comments of the SEC, a proxy statementif any, letter to holders and of Company Common Stock, notice of meeting and form of proxy accompanying any request by the proxy statement that will be provided SEC for amendments or supplements to the holders of Company Common Stock in connection with the solicitation of proxies for use at Preliminary Proxy Statement or the Company MeetingProxy Statement or for additional information, and any schedules required to be filed will supply the other parties with the SEC in connection therewith (collectivelycopies of all correspondence between such party or its representatives, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, and the SEC or Parent and Merger Sub members of its staff, on the other hand, that may be required by applicable securities Laws or reasonably requested by with respect to the other Party hereto in connection with the preparation and filing with the SEC of the Preliminary Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated or the Merger. (b) If at any time prior to the holders Stockholders' Meeting, any event should occur relating to the Company or any of the Subsidiaries which should be set forth in an amendment of, or a supplement to, the Company Common Stock as Proxy Statement, the Company will promptly as practicable following the clearance thereof by the SECinform Parent. If at any time prior to the Company Stockholders' Meeting, any information event should occur relating to the Company, Parent, Parent or Merger Sub, Sub or any of their respective directorsAssociates or Affiliates, officers or affiliatesrelating to the plans of any such persons for the Surviving Corporation after the Effective Time of the Merger, should be discovered by or relating to the Company or Parent which Financing, that should be set forth in an amendment of, or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingto, the Party which discovers Company Proxy Statement, the Company, with the cooperation of Parent, will, upon learning of such information shall event, promptly notify the other Party heretoprepare, and an appropriate file and, if required, mail such amendment or supplement to the Company's stockholders; provided that, prior to such filing or 31 35 mailing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent reasonable opportunity to comment thereon. (c) Parent will furnish to the Company the information relating to Parent and Sub, their respective Associates and Affiliates and the plans of such persons for the Surviving Corporation after the Effective Time of the Merger, and relating to the Financing, which is required to be set forth in the Preliminary Proxy Statement describing such information shall be promptly prepared or the Company Proxy Statement under the Exchange Act and filed with the rules and regulations of the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common Stockthereunder. The Company shall provide Parent and use its counsel a reasonable opportunity best efforts to review and comment on cause to be included as an exhibit to the Preliminary Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide the fairness opinion of the Financial Advisor referred to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofin Section 4.1(s).

Proxy Statement. Subject USPI and OPC shall cooperate and promptly prepare a Proxy Statement/Private Placement Memorandum with respect to the terms and conditions of this Agreement, as soon as reasonably practicable following USPI Common Stock issuable in the date of this Agreement, the Company and Parent shall jointly prepare, and the Company shall file with the SECMerger, a proxy statement, letter to holders portion of Company Common Stock, notice of meeting and form of proxy accompanying which Proxy Statement shall also serve as the proxy statement that will be provided with respect to the holders meeting of Company Common Stock the stockholders of OPC in connection with the solicitation of proxies for use at Merger (the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “"Proxy Statement”/Private Placement Memorandum"). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of respective parties will cause the Proxy Statement/Private Placement Memorandum to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. Subject USPI shall use its best efforts to obtain all necessary state securities law or "Blue Sky" permits or approvals required to carry out the terms and conditions of transactions contemplated by this Agreement and will pay all applicable Laws, expenses incident thereto. USPI agrees that none of the Company shall use commercially reasonable efforts information supplied or to cause be supplied by USPI for inclusion in the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which should be set forth in an Statement/Private Placement Memorandum and each amendment or supplement to thereto, at the Proxy Statement so that time of mailing thereof and at the Proxy Statement would not include any misstatement time of the meeting of stockholders of OPC, will contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. OPC agrees that none of the information supplied or to be supplied by OPC for inclusion in the Proxy Statement/Private Placement Memorandum and each amendment or supplement thereto, at the Party time of mailing thereof and at the time of the meeting of stockholders of OPC, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which discovers such they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information shall promptly notify the other Party hereto, concerning or relating to USPI will be deemed to have been supplied by USPI and an appropriate information concerning or relating to OPC will be deemed to have been supplied by OPC. No amendment or supplement to the Proxy Statement describing such information Statement/Private Placement Memorandum shall be promptly prepared and filed with made by USPI or OPC without the SEC andapproval of the other party; provided, to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on that either party may amend or supplement the Proxy Statement and any amendments or supplements theretoStatement/Private Placement Memorandum if, prior upon advice of counsel, failure to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to do so would result in the Proxy Statement Statement/Private Placement Memorandum containing false and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofmisleading information.

Proxy Statement. Subject to If required by the terms and conditions of this AgreementExchange Act, the Company shall, as soon as reasonably practicable following the date of this AgreementAcceptance Time, the Company prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying SEC the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement in connection with the solicitation of proxies for use at the Company Meetingpreliminary form, and each of the Company, Parent and Sub shall use their reasonable best efforts to respond as promptly as practicable to any schedules required to be filed with comments of the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”)with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and Parent, as of any request by the case may be, SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall promptly furnish supply Parent with copies of all information concerning correspondence between the Company or any of its representatives, on the one hand, and the SEC or Parent and Merger Sub its staff, on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to receipt of the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any adoption of their respective directors, officers or affiliates, should be discovered this Agreement by the required vote of the holders of the outstanding Shares (the “Company or Parent which Stockholder Approval”) there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement so that Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement to the extent required by applicable Law. The Company shall use its reasonable best efforts to cause the Proxy Statement would to be mailed to the Company’s stockholders as promptly as practicable after filing with the SEC. Subject to the terms and conditions of this Agreement, the Proxy Statement shall contain the recommendation of the Company Board of Directors in favor of the Merger. The Proxy Statement (and any amendment thereof and supplement thereto) at the date mailed to the Company’s stockholders and at the time of any meeting of the Company stockholders to be held in connection with the Merger, will not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, except that no representation is made by the Party which discovers such Company with respect to statements made therein based on information shall promptly notify supplied in writing by Parent or Sub expressly for inclusion in the other Party heretoProxy Statement, including any amendments thereof and an appropriate amendment supplements thereto. The Proxy Statement, including any amendments thereof and supplements thereto, as to information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of applicable Laws. The information supplied by either of Parent or supplement to Sub expressly for inclusion or incorporation by reference in the Proxy Statement describing such information shall (and any amendment thereof and supplement thereto), at the date mailed to the Company’s stockholders and at the time of any meeting of the Company stockholders to be promptly prepared and filed held in connection with the SEC andMerger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the extent required by applicable Lawstatements therein, disseminated to in light of the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements theretocircumstances under which they are made, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofnot misleading.

Proxy Statement. Subject (a) The Company will as promptly as practicable prepare and file with the SEC a Proxy Statement to be sent to the terms Company's stockholders (the "Company Proxy Statement") and conditions will use its reasonable best efforts to have the Company Proxy Statement cleared by the SEC promptly. The Company will cause the Company Proxy Statement to comply as to form in all material respects with the applicable provisions of this Agreementthe Exchange Act and the rules and regulations thereunder. The Company will advise Parent promptly of the time when the Company Proxy Statement and any amendment or supplement to the Company Proxy Statement has been filed, as soon as reasonably practicable following and of any request by the date SEC for amendment of this Agreement, the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the Company and Parent shall jointly prepareagrees to use its reasonable best efforts, after consultation with the other, to respond promptly to all such comments of and requests by the SEC. (b) Each of Parent and the Company shall file with agrees, as to itself and its Subsidiaries, that none of the SECinformation to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the date of mailing to stockholders and at the time or times of the Company Stockholders Meeting, and contain any schedules untrue statement of a material fact or omit to state any material fact required to be filed with stated therein or necessary in order to make the SEC statements therein, in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC light of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Lawscircumstances under which they were made, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SECnot misleading. If at any time prior to the date of the Company Meeting, Stockholders Meeting any information relating to the Company, Parent, or Merger Sub, the Company or any of their respective directorsAffiliates, officers or affiliatesdirectors, should be discovered by the Company or Parent which that should be set forth in an amendment or supplement to the Company Proxy Statement Statement, so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which party that discovers such information shall promptly notify the other Party heretoparty and, and to the extent required by law, an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed by the Company with the SEC and, to the extent required by applicable Lawlaw, disseminated by the Company to the holders stockholders of Company Common Stock. the Company. (c) The Company shall provide Parent and will use its counsel a reasonable opportunity best efforts to review and comment on cause the definitive Company Proxy Statement and any all required amendments or and supplements thereto, prior thereto to be mailed to its stockholders as promptly as practicable after the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofdate hereof.

Proxy Statement. Subject to As promptly as practicable after the terms and conditions of this Agreement, as soon as reasonably practicable following the date execution of this Agreement, the Company shall prepare and Parent shall jointly prepare, and file the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and Proxy Statement in preliminary form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, 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 would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Company’s proposed preliminary Proxy Statement in advance of filing and consider in good faith any amendments or supplements thereto, prior reasonable comments proposed by Parent and its counsel. Except to the filing thereof extent that the Board of Directors of the Company shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 6.3, the Proxy Statement shall include the Company Board Recommendation. If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Merger pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company (with the assistance and cooperation of the Parent and Merger Subsidiary as reasonably requested by the Company) shall promptly prepare and file such Other Required Company Filing with the SEC. The Company shall (a) cause the Proxy Statement and any Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the 1934 Act and the rules of the SEC and Nasdaq and (b) cause the Proxy Statement to be mailed to its stockholders as promptly as practicable following clearance of the Proxy Statement by the SEC. Parent and Merger Subsidiary shall furnish to the Company, and the Company shall furnish to Parent and Merger Sub, all information concerning such Party or its respective Affiliates as may be reasonably required by the other Party in connection with the preparation and filing of the Proxy Statement and Other Required Company Filings. Each of the Company, Parent and Merger Subsidiary shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Proxy Statement and to cause the Proxy Statement, as so amended or supplemented, to be filed with SEC and mailed to its stockholders, in each case as and to the extent required by Applicable Law. The Company shall (a) as promptly as practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments comments, with respect to the Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff with respect to the Proxy Statement and shall staff, (b) provide to Parent and its counsel a reasonable opportunity to review and comment on the Company’s proposed response to such comments and (c) consider in good faith any reasonable comments proposed in good faith by Parent and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofcounsel.

Proxy Statement. Subject to the terms and conditions of this AgreementSection 4.2, as soon promptly as reasonably practicable following the date hereof, the Company shall prepare and file with the SEC the Proxy Statement, which shall include the Recommendation and shall promptly notify Parent of this Agreementthe receipt of all written comments of the SEC with respect to the Proxy Statement and of any request by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Parent copies of all correspondence between the Company and/or any of its Representatives and the SEC with respect to the Proxy Statement. Parent and Merger Sub shall, and Parent shall cause Merger Sub to, provide to the Company such information as the Company may reasonably request for inclusion in the Proxy Statement. Subject to Section 4.2, the Company and Parent shall jointly prepare, each use its commercially reasonable efforts to promptly provide responses to the SEC with respect to all comments received on the Proxy Statement by the SEC and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the definitive Proxy Statement to be disseminated to the holders of Company Common Stock mailed as promptly as practicable following possible after the clearance thereof by date the SECSEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. If at any time prior to the Company MeetingEffective Time, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC 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 disseminated by the Company to the holders stockholders of Company Common Stock. 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, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofCompany.

Proxy Statement. Subject (a) Except as provided in Section 2.08(b), if Acquisition accepts and pays for the shares which are tendered in response to the terms Tender Offer and conditions stockholder approval of this Agreementthe Merger is required by applicable law or by the rules of the American Stock Exchange (if they are applicable), as soon as reasonably practicable following after the date of this AgreementExpiration Date, the Company shall prepare the Proxy Statement in form and Parent shall jointly preparesubstance reasonably satisfactory to Acquisition and, and if required by the Company shall Exchange Act, file it with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided . Acquisition shall furnish to the holders of Company Common Stock in connection with the solicitation of proxies for use at such information concerning itself and its affiliates as the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject The Proxy Statement will comply in all material respects with applicable federal securities laws, except that no representation is made by the Company with respect to information supplied by Acquisition for inclusion in the terms and conditions of this Agreement and all applicable LawsProxy Statement. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall use commercially reasonable efforts to cause mail the Proxy Statement to be disseminated its stockholders. The Proxy Statement shall include the opinion of Alle▇ & ▇ompany Incorporated referred to in Section 4.06 hereof. (b) The information provided by each of the Company and Acquisition for use in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the holders stockholders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to (ii) the time of the Company stockholders' meeting contemplated by such Proxy Statement so that the Proxy Statement would not include Statement, contain any misstatement 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, therein not misleading, . If at any time prior to the Party which discovers such information shall promptly notify the other Party Effective Time any event or circumstance relating to any party hereto, and or their respective officers or directors, should be discovered by such party which should be set forth in an appropriate amendment or a supplement to the Proxy Statement describing Statement, such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company party shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that inform the Company or its counsel may receive from the SEC or its staff with and Acquisition thereof and take appropriate action in respect to the Proxy Statement promptly after receipt thereof.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable (a) Promptly following the date of this Agreementhereof, and in no event later than twenty (20) Business Days after the date hereof, the Company will prepare and Parent shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the preliminary proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning ) relating to the Company Stockholder Meeting. Subject to Section 5.3(e), the Company must include the Company Board Recommendation in the Proxy Statement. (b) Each of the Company, on the one hand, or and Parent and Merger Sub Sub, on the other hand, that may be required by applicable securities Laws or reasonably requested by will furnish all information concerning it and its Affiliates, if applicable, as the other Party hereto party may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, Stockholder Meeting any information relating to the Company, Parent, or Merger Sub, Sub or any of their respective directors, officers or affiliates, Affiliates should be discovered by the Company Company, on the one hand, or Parent which Parent, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement Statement, as the case may be, so that the Proxy Statement such filing would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the Party which party that discovers such information shall will promptly notify the other Party heretoother, and an appropriate amendment or supplement to the Proxy Statement such filing describing such information shall will be promptly prepared and filed with the SEC by the appropriate party and, to the extent required by applicable LawLaw or the SEC or its staff, disseminated to the holders Company’s stockholders. (c) Prior to a Change of Board Recommendation, the Company Common Stock. The Company shall provide and its Affiliates, on the one hand, and Parent and its counsel a reasonable opportunity to review and comment Affiliates, on the Proxy Statement and any amendments or supplements theretoother hand, prior to the filing thereof may not communicate in writing with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement without first providing the other party a reasonable opportunity to review and shall provide comment on such written communication, and each party will give due consideration to Parent all reasonable additions, deletions or changes suggested thereto by the other parties or their respective counsel. Prior to a Change of Board Recommendation, the Company, on the one hand, and its counsel Parent, on the other hand, will advise the other, promptly after it receives notice thereof, of any and all written comments that receipt of a request by the Company SEC or its counsel may receive staff for (i) any amendment or revisions to the Proxy Statement; (ii) any receipt of comments from the SEC or its staff with respect on the Proxy Statement; or (iii) any receipt of a request by the SEC or its staff for additional information in connection therewith. Subject to applicable Law, the Company will use its reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly after receipt thereofas reasonably practicable following the filing thereof with the SEC and confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement.

Proxy Statement. Subject to the terms and conditions of this Agreement, as (a) As soon as reasonably practicable (and in any event within twenty-five (25) Business Days) following the date of this Agreementhereof, the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and SEC in preliminary form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company shall cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and Parent, as the case may be, rules of the SEC and Nasdaq. Parent and Acquisition Sub shall promptly furnish in writing to the Company all information concerning Parent and Acquisition Sub as the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SECor any amendment or supplement thereto. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent, Parent or Merger Acquisition Sub, or any of their respective directors, officers or affiliatesother Affiliates, should be discovered by the Company Company, Parent or Parent Acquisition Sub which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoother, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable LawLaw or the SEC or its staff, disseminated to the holders of Company Common Stock. The Stockholders. (b) Subject to applicable Law, the Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable (and in any amendments or supplements thereto, prior to event within five (5) Business Days) following the filing thereof with the SEC. The SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. (c) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change, (i) the Company shall promptly advise Parent of not file with the SEC the Proxy Statement or any oral comments received from amendment or supplement thereto, and (ii) the Company shall not correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement and shall provide to Statement, in any such case referenced in the preceding clause (i) or (ii) without providing Parent and its counsel any Acquisition Sub a reasonable opportunity to review and all written comments that comment thereon or participate therein, as the case may be, and the Company shall consider all such comments by Parent in good faith. (d) The Company shall advise Parent and Acquisition Sub, promptly after it receives notice thereof, of any receipt of a request by the SEC or its counsel may receive staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and shall provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement. The Company also shall provide Parent with copies of any written comments or responses to be submitted by the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff 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 after receipt thereofas practicable. (e) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change, the Company shall include the Company Board Recommendation in the Proxy Statement.

Proxy Statement. Subject to the terms and conditions of this Agreement, (a) As promptly as soon as reasonably practicable following the date after execution of this Agreement, the Company and Parent shall jointly shall, in consultation with Parent, prepare, and the Company shall file with the SEC, a preliminary proxy statement, letter to holders of Company Common Stock, notice of meeting materials which shall constitute the Proxy Statement. As promptly as practicable after comments are received from the SEC thereon and form of proxy accompanying after the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at furnishing by the Company Meeting, and any schedules Parent of all information required to be filed contained therein, the Company shall, in consultation with Parent, prepare and the Company shall file any required amendments to the, and the definitive, Proxy Statement with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”)SEC. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and Parentof any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall consult with Parent regarding, as the case may beand supply Parent with copies of, shall promptly furnish all information concerning correspondence between the Company or any of its Representatives, on the one hand, and the SEC or Parent and Merger Sub its staff, on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject Prior to filing or mailing any proposed amendment of or supplement to the terms and conditions of this Agreement and all applicable LawsProxy Statement, the Company shall use commercially provide Parent a reasonable efforts opportunity to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SECreview and comment on such document. If at any time prior to the Company Meeting, Stockholders Meeting any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliatesAffiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoparties, and an appropriate amendment or supplement to the Proxy Statement describing such information promptly shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent use reasonable efforts to have the Proxy Statement cleared by the SEC and its counsel a reasonable opportunity shall thereafter mail to review and comment on the Company Stockholders as promptly as possible the Proxy Statement and any amendments or supplements thereto, prior to all other proxy materials for the filing thereof with the SEC. Company Stockholders Meeting. (b) The Company and Parent shall promptly advise Parent of make any oral comments received from the SEC or its staff necessary filings with respect to the Proxy Statement Merger under the Exchange Act and shall provide to Parent the rules and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofregulations thereunder.

Proxy Statement. Subject to the terms and conditions of this Agreement, (a) As promptly as soon as reasonably practicable following the date of this Agreementhereof, the Company and Parent shall jointly prepare, prepare and the Company shall file with the SEC, SEC a proxy statement, letter to holders statement of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Parent for use in connection with the solicitation of proxies for use the Parent Voting Proposal to be considered at the Company Meeting, and any schedules required to Parent Stockholder Meeting (as may be filed with the SEC in connection therewith (collectively, as amended or supplementedsupplemented from time to time, the “Proxy Statement”). Parent shall use its commercially reasonable efforts to respond and clear any comments raised by the SEC staff with respect to the preliminary Proxy Statement. The Company shall, and Parentshall cause its Representatives to, as reasonably cooperate with Parent and its Representatives in the case may bepreparation of the Proxy Statement, and shall promptly furnish Parent with all information concerning the Company, including all financial statements of the Company on the one handrequired, as Parent may deem reasonably necessary or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto advisable in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms , and conditions of this Agreement any amendment or supplement thereto, and all applicable Laws, Parent shall provide the Company with a reasonable opportunity to review and comment thereon. As promptly as practicable after the Proxy Statement has been reviewed and cleared by the SEC Staff (or following the ten (10)-day period in Rule 14a-6(a) under the Exchange Act, if the SEC staff does not review the Proxy Statement), Parent shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated mailed to the holders Parent Stockholders. (b) Unless the Parent Board (or the Parent Special Committee) shall have effected a Parent Board Recommendation Change in accordance with the terms of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company MeetingSection 4.07, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that shall include the Parent Board Recommendation. (c) Parent shall cause the Proxy Statement would not include to comply in all material respects with the requirements of the Exchange Act. Without limiting the generality of the foregoing, the information supplied or to be supplied by Parent or the Company for inclusion or incorporation by reference in the Proxy Statement shall not, at the time the Proxy Statement is filed with the SEC or at the Effective Time, contain any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, . The information supplied or to be supplied by Parent or the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment Company for inclusion or supplement to incorporation by reference in the Proxy Statement describing such information shall be promptly prepared and filed with not, on the SEC and, to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on date the Proxy Statement and (or any amendments amendment thereof or supplements supplement thereto) is first Table of Contents mailed to Parent Stockholders, prior at the time of the Parent Stockholder Meeting, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the filing thereof with statements therein, in the SEC. The Company light of the circumstances under which they were made, not misleading. (d) Parent shall promptly advise Parent of make any oral comments received from the SEC or its staff necessary filings with respect to the Proxy Statement Merger under the Exchange Act and the rules and regulations thereunder and shall provide use commercially reasonable efforts to Parent ensure that such filings after the date hereof and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect prior to the Proxy Statement promptly after receipt thereofEffective Time will not contain any untrue statement of a material fact or omit (or will have omitted) to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) In addition, Parent shall use its commercially reasonable efforts to take all actions required under any applicable federal or state securities or blue sky Laws in connection with the issuance of Merger Shares.

Proxy Statement. Subject to As promptly as practicable after the terms Execution Date, Seller shall prepare and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statementstatement relating to Seller Stockholders' Meeting (together with any amendments thereof or supplements thereto, letter the "PROXY STATEMENT"). Seller, after consultation with Purchaser, will use commercially reasonable efforts to holders of Company Common Stock, notice of meeting and form of proxy accompanying respond to any comments made by the proxy statement that will be provided SEC with respect to the holders of Company Common Stock Proxy Statement and to make any further filings in connection therewith Seller in its reasonable discretion deems necessary or appropriate. Purchaser shall furnish all information as Seller may reasonably request in connection with such actions and the solicitation preparation of proxies for use at the Company MeetingProxy Statement. As promptly as practicable after the clearance of the Proxy Statement by the SEC, and Seller shall mail the Proxy Statement to its stockholders. Subject to SECTION 6.7, the Proxy Statement shall include the Seller Recommendation. Seller will notify Purchaser, promptly after it receives notice thereof, of any schedules required to be filed with request by the SEC in connection therewith (collectivelyfor amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Seller shall supply Purchaser with copies of all written correspondence between Seller or any of its Representatives, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, and the SEC or Parent and Merger Sub the SEC's staff or any other governmental officers, on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject respect to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement or the Transactions; PROVIDED, HOWEVER, that nothing herein shall obligate Seller to be disseminated disclose any written information submitted to the holders of Company Common Stock as promptly as practicable following the clearance SEC for which Seller has obtained confidential treatment thereof by from the SEC. If at any time prior to the Company MeetingEffective Time, any information event or circumstance relating to the Company, ParentPurchaser or any Affiliate of Purchaser, or Merger Sub, or any of their respective directors, officers or affiliatesRepresentatives, should be discovered by the Company or Parent Purchaser which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinStatement, in light of the circumstances under which they were made, not misleading, the Party which discovers such information Purchaser shall promptly notify inform Seller. If at any time prior to the other Party heretoEffective Time, and any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective Representatives, should be discovered by Seller which should be set forth in an appropriate amendment or a supplement to the Proxy Statement describing such information Statement, Seller shall be promptly prepared and filed inform Purchaser. All documents that Seller is responsible for filing in connection with the SEC and, Transactions will comply as to the extent required by applicable Law, disseminated to the holders of Company Common Stock. The Company shall provide Parent form and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof substance in all material respects with the SEC. The Company shall promptly advise Parent applicable requirements of any oral comments received from the SEC or its staff with respect to the Proxy Statement Exchange Act and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofother applicable Laws.

Proxy Statement. Subject to the terms and conditions of this AgreementThe Company shall, as soon as reasonably practicable following the date of this Agreement, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter use its reasonable best efforts to holders respond as promptly as practicable to any comments of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”)with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and Parent, as of any request by the case may be, SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall promptly furnish supply Parent with copies of all information concerning correspondence between the Company or any of its representatives, on the one hand, and the SEC or Parent and Merger Sub its staff, on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsThe Company, the Company shall use commercially reasonable efforts to cause in connection with an Adverse Recommendation Change, may amend or supplement the Proxy Statement (including by incorporation by reference) to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SECeffect such an Adverse Recommendation Change. If at any time prior to receipt of the Company Meeting, Stockholder Approval any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directorsaffiliates, officers or affiliatesdirectors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party hereto, and the parties shall cooperate in the prompt filing with the SEC of an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated in the disseminating the information contained in such amendment or supplement to the holders stockholders of Company Common Stockthe Company. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after filing with or, if necessary, clearance from the SEC. 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 (i) shall provide Parent and its counsel a reasonable an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by Parent. Each of the Company and Parent shall use reasonable best efforts to ensure that the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof complies in all material respects with the SEC. The Company shall promptly advise Parent applicable provisions of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofExchange Act.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following (a) Reasonably promptly after the date of this Agreementhereof, the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, SEC a proxy statement, letter to holders statement on Schedule 14A for its 2011 annual meeting of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith its stockholders (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parentshall include in the Proxy Statement a solicitation relating to the approval, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC for purposes of Rule 312.03 of the New York Stock Exchange Listed Company Manual, of the issuance of the Tranche II Shares to Liberty (the “Stockholder Approval”). Prior to filing the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsStatement or any amendment or supplement thereto, the Company shall use commercially provide Liberty with reasonable efforts opportunity to cause the Proxy Statement to be disseminated review and comment on such proposed filing solely with respect to the holders Stockholder Approval and any information relating to Liberty or any of Company Common Stock as promptly as practicable following its designees to the clearance thereof by Board of Directors of the SECCompany. If at any time prior to the Company MeetingClosing Date, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which either party hereto that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of 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 party that discovers such information shall promptly notify the other Party heretoparty and, and to the extent required by applicable Law, an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed by the Company with the SEC and, to the extent required by applicable Law, disseminated by the Company to the holders stockholders of Company Common Stock. 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, prior to the filing thereof with the SEC. Company. (b) The Company shall promptly advise Parent notify Liberty of the receipt of any oral comments received 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 Liberty with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and Statement. (c) The Company shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to mail the Proxy Statement promptly to the holders of Common Stock in accordance with customary practice after receipt thereofthe SEC’s review of the Proxy Statement is completed.

Proxy Statement. Subject (a) The Company will as promptly as practicable prepare and file with the SEC a Proxy Statement to be sent to the terms Company's stockholders (the "COMPANY PROXY STATEMENT") and conditions will use its reasonable best efforts to have the Company Proxy Statement cleared by the SEC promptly. The Company will cause the Company Proxy Statement to comply as to form in all material respects with the applicable provisions of this Agreementthe Exchange Act and the rules and regulations thereunder. The Company will advise Parent promptly of the time when the Company Proxy Statement and any amendment or supplement to the Company Proxy Statement has been filed, as soon as reasonably practicable following and of any request by the date SEC for amendment of this Agreement, the Company Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the Company and Parent shall jointly prepareagrees to use its reasonable best efforts, after consultation with the other, to respond promptly to all such comments of and requests by the SEC. (b) Each of Parent and the Company shall file with agrees, as to itself and its Subsidiaries, that none of the SECinformation to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Company Proxy Statement and any amendment or supplement thereto will, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the date of mailing to stockholders and at the time or times of the Company Stockholders Meeting, and contain any schedules untrue statement of a material fact or omit to state any material fact required to be filed with stated therein or necessary in order to make the SEC statements therein, in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC light of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Lawscircumstances under which they were made, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SECnot misleading. If at any time prior to the date of the Company Meeting, Stockholders Meeting any information relating to the Company, Parent, or Merger Sub, the Company or any of their respective directorsAffiliates, officers or affiliatesdirectors, should be discovered by the Company or Parent which that should be set forth in an amendment or supplement to the Company Proxy Statement Statement, so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which party that discovers such information shall promptly notify the other Party heretoparty and, and to the extent required by law, an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed by the Company with the SEC and, to the extent required by applicable Lawlaw, disseminated by the Company to the holders stockholders of Company Common Stock. the Company. (c) The Company shall provide Parent and will use its counsel a reasonable opportunity best efforts to review and comment on cause the definitive Company Proxy Statement and any all required amendments or and supplements thereto, prior thereto to be mailed to its stockholders as promptly as practicable after the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofdate hereof.

Proxy Statement. Subject to the terms and conditions of this Agreement, as As soon as reasonably practicable following the date of this Agreement, the Company shall, in consultation with Parent, prepare and Parent shall jointly preparefile the Proxy Statement with the SEC. 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 the Exchange Act to be set forth in the Proxy Statement. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof and to have the Proxy Statement cleared by the SEC (or the staff of the SEC) as promptly as reasonably practicable after such filing. As promptly as reasonably practicable after comments are received from the SEC (or the staff of the SEC) thereon and after the furnishing by the Company and Parent of all information required to be contained therein, the Company shall, in consultation with Parent, prepare and file any required amendments to the Proxy Statement with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish notify Parent and Merger Sub of the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement and any request by the SEC (or the staff of the SEC) for any amendment to the Proxy Statement or for additional information and shall consult with Parent regarding, and provide Parent with copies of, all information concerning correspondence between the Company or any of its representatives, on the one hand, and the SEC or Parent and Merger Sub its staff, on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of respect to the Proxy Statement. Subject Prior to filing or mailing the terms and conditions Proxy Statement (or any amendment or supplement thereto) or responding to any comments of this Agreement and all applicable Lawsthe SEC (or the staff of the SEC) with respect thereto, the Company shall use commercially provide Parent a reasonable efforts opportunity to cause the Proxy Statement review and to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SECpropose comments on such document or response. If at any time prior to the Company Meeting, Stockholders Meeting any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliatesAffiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoparties, and an appropriate amendment or supplement to the Proxy Statement describing such information promptly shall be promptly prepared and filed with the SEC and, to the extent required by applicable LawApplicable Laws, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment as promptly as reasonably practicable after the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement and any amendments or supplements thereto, prior mail to the filing thereof with stockholders of the SECCompany the Proxy Statement and all other proxy materials for the Company Stockholders Meeting. The Company and Parent shall promptly advise Parent of make any oral comments received from the SEC or its staff necessary filings with respect to the Proxy Statement Merger, the Voting Agreements and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from Transactions under the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofExchange Act.

Proxy Statement. Subject to the terms and conditions of this Agreement, as (a) As soon as reasonably practicable (and in any event within 30 Business Days) following the date of this AgreementAgreement Date, the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and SEC in preliminary form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company shall also include the Fairness Opinion (in its entirety) in the Proxy Statement together with a summary thereof. The Company shall provide a true and Parent, complete signed copy of the Fairness Opinion to Parent for information purposes as soon as reasonably practicable after the case may be, Agreement Date. The Company shall promptly cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the NYSE. Parent and Acquisition Sub shall furnish in writing to the Company all information concerning Parent and Acquisition Sub as the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent, Parent or Merger Acquisition Sub, or any of their respective directors, officers or affiliatesother Affiliates, should be discovered by the Company Company, Parent or Parent Acquisition Sub which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoother, and the Company shall prepare an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed file such amendment or supplement with the SEC and, to the extent required by applicable Law or the SEC or its staff, disseminate such amendment or supplement to the Company Stockholders. (b) Subject to applicable Law, the Company shall cause the Proxy Statement to be disseminated to the holders Company Stockholders as promptly as practicable (and in any event within five Business Days) following the earlier to occur of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on (i) the Proxy Statement and any amendments or supplements thereto, prior to 10th Business Day after the filing thereof with the SEC. The SEC if the SEC or its staff has not indicated that it will review the Proxy Statement and (ii) confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. (c) Except for disclosures made that relate to a Company Board Recommendation Change made by the Company Board or any authorized committee thereof in accordance with the terms of Section 6.5, (i) the Company shall promptly advise Parent of not file with the SEC the Proxy Statement or any oral comments received from amendment or supplement thereto, and (ii) the Company shall not correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement and shall provide to Statement, in any such case referenced in the preceding clause (i) or (ii) without providing Parent and its counsel any Acquisition Sub a reasonable opportunity to review and all written comments that comment thereon or participate therein, as the case may be, and the Company shall include in the Proxy Statement or any such amendment or supplement thereto all such reasonable comments proposed by Parent in good faith. Table of Contents (d) The Company shall advise Parent and Acquisition Sub, promptly after it receives notice thereof, of any receipt of a request by the SEC or its counsel may receive staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and shall as promptly as practicable provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement and as promptly after receipt thereofas practicable provide Parent with a reasonably detailed description of any oral comments received in connection therewith. The Company also shall provide Parent with copies of any written comments or responses to be submitted by the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff relating to the Proxy Statement and include in such response all reasonable comments proposed by Parent in good faith. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable. (e) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change in accordance with Section 6.5, the Company shall include the Company Board Recommendation in the Proxy Statement.

Proxy Statement. Subject to the terms and conditions of this Agreement, As promptly as soon as reasonably practicable following the date of this AgreementAgreement (but in any event within 10 business days unless the parties shall otherwise agree), the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of the Company and Parent shall jointly preparefurnish all information concerning itself and its affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement, and the Company shall file with use its reasonable best efforts to cause the SEC, a proxy statement, letter definitive Proxy Statement to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided mailed to the holders Company's stockholders as promptly as reasonably practicable after the date of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”)this Agreement. The Company and Parent, as the case may be, shall promptly furnish notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all information concerning correspondence between the Company and its Representatives, on the one hand, or Parent and Merger Sub the SEC and its staff, on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of hand relating to the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Stockholders' Meeting, any information relating to the Company, Parent, or Merger Sub, Parent or any of their respective directorsaffiliates, officers or affiliatesdirectors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoparties, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders stockholders of Company Common Stockthe Company. The Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and its counsel a reasonable an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent; provided, however, that in the Proxy Statement and any amendments or supplements theretoevent of a Change in Board Recommendation, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral consider in good faith including in such document or response comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofreasonably proposed by Parent.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon (a) As promptly as reasonably practicable following after the date of this Agreement, the Company Company, with the cooperation and assistance of ▇▇▇▇▇▇ and Merger Sub, shall prepare the Proxy Statement relating to authorization and approval of this Agreement, the Plan of Merger, the Articles of Merger and the transactions contemplated hereby, including the Merger and Director Appointment. Each of the Company, Parent and Merger Sub shall (and Parent shall jointly prepareprocure each other Buyer Group Party to) use its reasonable best efforts so that the Proxy Statement will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, taking into account exemptions available to a “foreign private issuer” as such term is defined in Rule 3b-4(c) under the Exchange Act. Each of Parent and Merger Sub shall (and Parent shall procure each other Buyer Group Party to) provide reasonable assistance and cooperation to the Company in the preparation, filing and distribution of the Proxy Statement. (b) Subject to applicable Law, prior to any dissemination of the Proxy Statement to the shareholders of the Company, the Company shall file provide Parent and its counsel with a reasonable opportunity to review and to comment on such documents, which the SECCompany shall consider in good faith. Each of the Company, a proxy statement, letter to holders of Company Common Stock, notice of meeting Parent and form of proxy accompanying the proxy statement that will be provided Merger Sub shall (and Parent shall procure each other Buyer Group Party to) furnish all information concerning such Party to the holders of Company Common Stock other Parties as reasonably requested in connection with the solicitation of proxies for use at the Company Meetingpreparation, furnishing, filing and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC distribution of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Shareholders Meeting, the Company, Parent or ▇▇▇▇▇▇ Sub discovers any information relating to the Company, Parent, or Merger Sub, Sub or any of their respective directorsAffiliates, officers or affiliates, should be discovered by the Company or Parent which directors that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading, the Party which discovers such information shall promptly notify the other Party hereto, Parties and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders shareholders of Company Common Stock. The Company shall provide the Company; provided, that prior to such filing, to the extent permitted by Law, the Company, Parent and its counsel Merger Sub, as the case may be, shall consult with each other with respect to such amendment or supplement and shall afford the other party and their Representatives a reasonable opportunity to review comment thereon. The Company, on the one hand, and comment Parent and Merger Sub, on the other hand, shall promptly notify the other Party upon the receipt of any correspondences from the SEC with respect to, or any request from the SEC for amendments or supplements to, the Proxy Statement (if applicable) and shall provide the other Party with copies of all correspondences between such Party and the SEC relating to the Proxy Statement. (c) Each of the Company, Parent and ▇▇▇▇▇▇ Sub agrees to promptly correct any amendments information provided by it specifically for use in the Proxy Statement if and to the extent that such information shall have become false or supplements misleading in any material respect. (d) For the avoidance of doubt and notwithstanding anything herein to the contrary, in connection with any disclosure regarding a Change of Recommendation made pursuant to the terms of this Agreement, the Company shall not be required to provide Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in) the Proxy Statement or the Rule 13E-3 Transaction Statement on Schedule 13E-3 (if applicable), or any amendment or supplement thereto, prior to or any comments thereon or any other filing by the filing thereof Company with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff , with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofsuch disclosure.

Proxy Statement. Subject to As promptly as practicable after the terms and conditions of this Agreement, as soon as reasonably practicable following the date execution of this Agreement, the Company shall prepare (in consultation with the Parent and Parent shall jointly prepare, after taking into account any comments made by the Parent) and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying SEC the proxy statement that will to be provided sent to the holders shareholders of the Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith Shareholders’ Meeting (collectively, such proxy statement as amended or supplemented, supplemented is referred to herein as the “Proxy Statement”)) relating to the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the shareholders of the Company. The Each of the Company and Parent, as the case may be, Parent shall promptly furnish all information concerning itself and its Affiliates that is required to be included in the Company on the one handProxy Statement, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto is customarily included in a proxy statement prepared in connection with the preparation and filing with the SEC transactions of the Proxy Statementtype contemplated by this Agreement. Subject to the terms and conditions of this Agreement and all applicable Laws, the The Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and to cause the definitive Proxy Statement to be disseminated mailed to the holders of Company Common Stock Company’s shareholders as promptly as reasonably practicable following after the clearance thereof by date of this Agreement. The Company shall promptly notify the SECParent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide the 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. If at any time prior to the Company Meeting, Shareholders’ Meeting any information relating to the Company, Parent, or Merger Sub, the Parent or any of their respective directorsAffiliates, officers or affiliates, should be directors is discovered by the Company or the Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would or the other filings shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoparty, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders shareholders of Company Common Stockthe Company. The Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or making the other filings (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide the Parent and its counsel a reasonable an opportunity to review and comment on the Proxy Statement and any amendments such document or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement response and shall provide to Parent and its counsel any and all written include in such document or response comments that reasonably proposed by the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofParent.

Proxy Statement. Subject to (a) Company shall prepare and file, at its expense, with the terms and conditions of this Agreement, SEC as soon as is reasonably practicable following the date of this Agreement, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the preliminary proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The ) under the Exchange Act with respect to the Company Stockholders’ Meeting with respect to the Company Stockholder Approval Matters. (b) Each of Company and Parent, as the case may be, each Seller shall promptly furnish all information concerning the Company on the one hand, or Parent itself and Merger Sub on the other hand, its Affiliates that may be is required by applicable securities Laws Legal Requirements to be included in the Proxy Statement, and each of Company and each Seller covenants that none of the information supplied or reasonably requested to be supplied by it for inclusion or incorporation in the other Party hereto in connection with Proxy Statement, and any amendment thereof or supplement thereto will, at the preparation and filing date it is filed with the SEC or first mailed to Company’s stockholders or at the time of the Proxy Statement. Subject to Company Stockholders’ Meeting or at the terms and conditions time of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, 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 would not include thereof, contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party which discovers such except that (x) no covenant is made by Company with respect to statements made therein based on information shall promptly notify the other Party heretosupplied by any Seller for inclusion therein, and an appropriate amendment (y) no covenant is made by any Seller with respect to statements made therein based on information supplied by Company for inclusion therein. Company covenants that the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Company shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any (written or supplement oral) comments of the SEC with respect to the Proxy Statement describing such information shall be promptly prepared and filed with to have the Proxy Statement cleared by the SEC and, as promptly as reasonably practicable. Company shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the date on which Company is cleared by the SEC. Company shall promptly notify Sellers’ Representatives upon the receipt of any (written or oral) comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the extent required by applicable LawProxy Statement and shall provide Sellers’ Representatives with a copy of all material written correspondence between Company, disseminated on the one hand, and the SEC or its staff, on the other hand, with respect to the holders of Company Common StockProxy Statement. The Company shall provide Parent give Sellers’ Representatives and its counsel a reasonable opportunity to review and comment on the Proxy Statement Statement, including all amendments and any amendments or supplements thereto, prior to the filing thereof such documents with the SECSEC and disseminating such documents to Company’s stockholders and reasonable opportunity to review and comment on all responses to requests for additional information. The If, at any time prior to the Company shall promptly advise Parent Stockholders’ Meeting, any information relating to Company, any Seller or any of their respective Affiliates, officers or directors should be discovered by Company or any oral comments received from the SEC Seller that should be set forth in an amendment or its staff with respect supplement to the Proxy Statement and shall provide to Parent and its counsel any and all written comments Statement, so that the Company or its counsel may receive from the SEC or its staff with respect to 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 after receipt thereofnotify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable law, disseminated to Company’s stockholders.

Proxy Statement. Subject to the terms (a) MetroPCS and conditions of this AgreementDT shall cooperate to, and MetroPCS shall, as soon promptly as reasonably practicable following the date of this Agreement, the Company and Parent shall jointly preparehereof, and in no event later than 45 calendar days following the Company date hereof (unless DT fails to furnish information relating to TMUS that is required by the Exchange Act and the rules and regulations promulgated thereunder to be included in the Proxy Statement, or delays furnishing such information to a time when it is no longer practicable for MetroPCS to meet such deadline, in which case such deadline shall be extended to the first practicable date following the furnishing of such information), prepare and file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject DT shall, and shall cause its Subsidiaries to, promptly furnish to MetroPCS all the information relating to them required by the Exchange Act and the rules and regulations promulgated thereunder to be included in the Proxy Statement and any other information reasonably requested by MetroPCS. MetroPCS shall use its reasonable best efforts, and DT shall cooperate with MetroPCS, to resolve all SEC comments with respect to the terms and conditions of this Agreement and all applicable Laws, the Company Proxy Statement as promptly as practicable after receipt thereof. MetroPCS shall use commercially its reasonable best efforts to cause the Proxy Statement in definitive form to be disseminated mailed to the holders of Company Common Stock MetroPCS Stockholders as promptly as practicable following the clearance thereof of the Proxy Statement by the SEC. . (b) DT hereby covenants and agrees with MetroPCS that the Proxy Statement (at the time it is first mailed to the MetroPCS Stockholders and at the time of the MetroPCS Stockholders Meeting) will 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; provided, however, that this Section 4.3(b) shall apply only to information contained in the Proxy Statement that was supplied by DT or any of its Subsidiaries expressly for inclusion therein. (c) MetroPCS hereby covenants and agrees with DT that the Proxy Statement (at the time it is first mailed to the MetroPCS Stockholders and at the time of the MetroPCS Stockholders Meeting) will 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; provided, however, that this Section 4.3(c) shall not apply to information contained in the Proxy Statement that was supplied by DT or any of its Subsidiaries expressly for inclusion therein. (d) If at any time prior to obtaining the Company MeetingMetroPCS Stockholder Approval, any information relating to the Company, Parent, or Merger Suba party hereto, or any of their its respective directorsAffiliates, officers or affiliatesdirectors, should be discovered by the Company or Parent which such party that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information party shall promptly notify the other Party hereto, parties hereto in writing thereof and MetroPCS will use its reasonable best efforts to file an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by under applicable Law, disseminated disseminate such amendment or supplement to the holders of Company Common Stock. 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, MetroPCS Stockholders prior to the MetroPCS Stockholders Meeting; provided that the delivery of such notice and the filing thereof with the SEC. The Company shall promptly advise Parent or dissemination of any oral comments received from such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder or otherwise affect the SEC or its staff with respect remedies available hereunder to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofparty.

Proxy Statement. Subject to the terms and conditions of this Agreement, as (a) As soon as reasonably practicable (and in any event within 30 Business Days) following the date of this AgreementAgreement Date, the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and SEC in preliminary form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company shall also include the Fairness Opinion (in its entirety) in the Proxy Statement together with a summary thereof. The Company shall provide a true and Parent, complete signed copy of the Fairness Opinion to Parent for information purposes as soon as reasonably practicable after the case may be, Agreement Date. The Company shall promptly cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the NYSE. Parent and Acquisition Sub shall furnish in writing to the Company all information concerning Parent and Acquisition Sub as the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent, Parent or Merger Acquisition Sub, or any of their respective directors, officers or affiliatesother Affiliates, should be discovered by the Company Company, Parent or Parent Acquisition Sub which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party heretoother, and the Company shall prepare an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed file such amendment or supplement with the SEC and, to the extent required by applicable Law or the SEC or its staff, disseminate such amendment or supplement to the Company Stockholders. (b) Subject to applicable Law, the Company shall cause the Proxy Statement to be disseminated to the holders Company Stockholders as promptly as practicable (and in any event within five Business Days) following the earlier to occur of Company Common Stock. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on (i) the Proxy Statement and any amendments or supplements thereto, prior to 10th Business Day after the filing thereof with the SEC. The SEC if the SEC or its staff has not indicated that it will review the Proxy Statement and (ii) confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. (c) Except for disclosures made that relate to a Company Board Recommendation Change made by the Company Board or any authorized committee thereof in accordance with the terms of Section 6.5, (i) the Company shall promptly advise Parent of not file with the SEC the Proxy Statement or any oral comments received from amendment or supplement thereto, and (ii) the Company shall not correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement and shall provide to Statement, in any such case referenced in the preceding clause (i) or (ii) without providing Parent and its counsel any Acquisition Sub a reasonable opportunity to review and all written comments that comment thereon or participate therein, as the case may be, and the Company shall include in the Proxy Statement or any such amendment or supplement thereto all such reasonable comments proposed by Parent in good faith. (d) The Company shall advise Parent and Acquisition Sub, promptly after it receives notice thereof, of any receipt of a request by the SEC or its counsel may receive staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and shall as promptly as practicable provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff thereof, on the other hand, with respect to the Proxy Statement and as promptly after receipt thereofas practicable provide Parent with a reasonably detailed description of any oral comments received in connection therewith. The Company also shall provide Parent with copies of any written comments or responses to be submitted by the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff relating to the Proxy Statement and include in such response all reasonable comments proposed by Parent in good faith. The Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable. (e) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change in accordance with Section 6.5, the Company shall include the Company Board Recommendation in the Proxy Statement.

Proxy Statement. Subject (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the terms and conditions Merger other than pursuant to Section 253 of this Agreementthe DGCL, as soon as reasonably practicable following the date of this AgreementAppointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies for use at from the Company Meeting, and any schedules required to be filed Stockholders in connection with the SEC in connection therewith (collectively, as amended or supplemented, Merger and the “Proxy Statement”)Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on as the other hand, that party hereto may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLegal Requirements, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof with the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the SECCompany without providing Parent a reasonable opportunity to review and comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliatesAffiliates, 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 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 party which discovers such information shall promptly notify the other Party party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply as to form and any amendments or supplements theretosubstance in all material respects with the applicable requirements of the Exchange Act and the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article IX hereof, prior subject to the filing thereof with terms of Section 7.2(b) hereof, the SEC. The Company shall promptly advise Parent of any oral comments received from include in the SEC or its staff Proxy Statement the Company Board Recommendation (other than with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofOffer).

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company shall prepare (with Parent’s cooperation) and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter SEC the Proxy Statement to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided sent to the holders stockholders of Company Common Stock in connection with the solicitation of proxies for use at the Company relating to the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company shall use its reasonable best efforts to ensure that the Proxy Statement complies as to form with the rules and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested regulations promulgated by the other Party hereto in connection with SEC under the preparation and filing with the SEC of the Proxy Statement1934 Act. Subject to Section 8.03, the terms Proxy Statement shall include (i) a statement to the effect that the Company Board has determined that this Agreement and conditions the Merger are advisable and (ii) the recommendation of the Company Board in favor of adoption of this Agreement and all applicable Lawsby the Company’s stockholders. As promptly as reasonably practicable after the Proxy Statement shall have been cleared by the SEC, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated mailed to its stockholders entitled to vote at the Company Stockholder Meeting. (b) Each of the Company and Parent shall furnish all information concerning such Person and its Subsidiaries to the holders other, and provide such other assistance, as may be reasonably requested by such other Party to be included therein and shall otherwise reasonably assist and cooperate with the other in the preparation, filing and distribution of the Proxy Statement and the resolution of any comments received from the SEC. The Company Common Stock as promptly as practicable following shall provide Parent, Merger Sub and their counsel reasonable opportunity to review and comment on the clearance Proxy Statement and any amendment or supplement thereto, in each case prior to the filing thereof by with the SEC. If at any time prior to the receipt of the Company MeetingStockholder Approval, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directorsSubsidiaries, officers directors or affiliatesofficers, should be discovered by the Company or Parent which should is required to be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders stockholders of Company Common Stock. the Company. (c) The Company shall provide notify Parent and its counsel a reasonable opportunity to review and comment on promptly of the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent receipt of any oral comments received comments, whether written or oral, 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 provide Parent with (A) copies of all correspondence between the Company or any of its Affiliates, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and (B) a reasonable opportunity to participate in the response to those comments and requests. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the Proxy Statement. The Company shall provide use its reasonable best efforts to Parent resolve, and its counsel any Pare▇▇ ▇▇▇ees to consult and all written comments that cooperate with the Company or its counsel may receive from the in resolving, all SEC or its staff comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofthereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company Shareholders as promptly as reasonably practicable following filing with the SEC.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall jointly prepare, and the The Company shall prepare and file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation assistance of proxies for use at the Company Meeting, and any schedules required subject to be filed prior consultation with the SEC in connection therewith (collectivelyParent, as amended or supplementedpromptly as reasonably practicable after the date hereof, a preliminary Proxy Statement (the “Preliminary Proxy Statement”)) relating to the Merger as required by the Exchange Act and the rules and regulations thereunder. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Each of Parent and Merger Sub on shall furnish to the other handCompany the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be required by applicable securities Laws received from the SEC or reasonably requested its staff with respect thereto, shall, subject to prior consultation with Parent, respond promptly to any such comments made by the other Party hereto in connection SEC or its staff with respect to the preparation and filing with the SEC of the Preliminary Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated mailed to the holders Company’s stockholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the necessary approval of Company Common Stock as promptly as practicable following the clearance thereof Merger by the SECits stockholders. If If, at any time prior to the Company Special Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directorsAffiliates, officers this Agreement or affiliatesthe transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party which party that discovers such information shall promptly notify the other Party heretoparty, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC andSEC, and to the extent required by applicable Law, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on Except as Section 5.02 expressly permits, the Proxy Statement and any amendments or supplements thereto, prior to shall include the filing thereof with recommendation of the SEC. The Board of Directors of the Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from stockholders adopt the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofagreement of merger set forth in this Agreement.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially its reasonable best efforts to cause the Definitive Proxy Statement to be disseminated mailed to the holders of Company Common Stock stockholders as promptly as practicable following after the clearance thereof date hereof. No filing of, or amendment or supplement to, the Preliminary Proxy Statement or the Definitive Proxy Statement will be made by the SECCompany without providing the Investors a reasonable opportunity to review and comment reasonably and in good faith thereon. If at any time prior to receipt of the Company Meeting, Stockholder Approval any information relating to the Company, Parent, or Merger Sub, or any of their respective directorsits Affiliates, officers directors or affiliatesofficers, should be discovered by the Company or Parent which should is required to be set forth in an amendment or supplement to the Definitive Proxy Statement Statement, so that the Proxy Statement 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 are made, not misleading, the Party which discovers such information Company shall promptly notify the other Party hereto, Investors and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Applicable Law, disseminated to the holders of Company Common Stockstockholders. The Company shall provide Parent promptly notify the Investors of the receipt of any and all comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement for additional information and shall supply the Investors with copies of all correspondence between it or any of its counsel a reasonable opportunity to review and comment representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Preliminary Proxy Statement, the Definitive Proxy Statement or the Restructuring Transactions. The Company shall respond to any and all comments from the SEC or the staff of the SEC and to any request by the SEC or the staff of the SEC for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement, as promptly as practicable. Any response to the SEC and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Preliminary Proxy Statement and shall provide to Parent and its counsel any and all written comments that or the Company or its counsel may receive from the SEC or its staff with respect to the Definitive Proxy Statement promptly after receipt thereofshall be subject to Investor approval, which approval shall not be unreasonably withheld or delayed.

Proxy Statement. Subject to the terms and conditions of this Agreement, (a) As promptly as soon as reasonably practicable following after the date of this Agreement, the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required cause to be filed with the SEC the Proxy Statement and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection therewith with the Merger and the transactions contemplated by this Agreement (collectively, as amended or supplemented, the “Proxy Statement”"OTHER FILINGS"). The Company shall use all reasonable efforts to cause the Proxy Statement and Parentany Other Filings to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the case may be, SEC indicates that it has no further comments. The Company shall promptly furnish all information concerning the Company on and the one hand, or Parent and Merger Sub on the other hand, Company's shareholders that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with any action contemplated by this Section 5. 1. The Company shall notify MergerCo promptly of the preparation and filing with receipt of any comments from the SEC or its staff and of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof any request by the SEC. If at SEC or its staff for any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement so that or for any other information and shall supply MergerCo with copies of all correspondence between the Company and the SEC or its staff or other governmental officials with respect to the Proxy Statement would and the other filings. (b) The information supplied by or on behalf of each of MergerCo and the Company for inclusion in the Proxy Statement shall not include (i) at the time Proxy Statement is filed with the SEC, (ii) at the time the Proxy Statement is first mailed to the shareholders of the Company, (iii) at the time of the Company Shareholder's Meeting, and (iv) at the Effective Time, contain any misstatement 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, . If MergerCo or the Party which discovers such Company becomes aware of any information shall promptly notify the other Party hereto, and that should be disclosed in an appropriate amendment or supplement to the Proxy Statement describing Statement, then MergerCo or the Company, as the case may be, shall promptly inform the Company or MergerCo thereof and shall cooperate with the other in filing such information shall be promptly prepared and filed amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the extent required by applicable Law, disseminated to shareholders of the holders of Company Common Stock. and MergerCo. (c) The Company shall provide Parent and its counsel a use all reasonable opportunity efforts to review and comment on ensure that the Proxy Statement and any amendments or supplements thereto, prior will comply as to the filing thereof form in all material respects with the SEC. The Company shall promptly advise Parent provisions of any oral comments received from the Exchange Act and the rules and regulations promulgated by the SEC thereunder, except that no representation or its staff warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by MergerCo for inclusion or incorporation by reference in the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofStatement.

Proxy Statement. Subject (a) The Company shall use reasonable best efforts to deliver to Parent a reasonably complete initial draft of the terms Proxy Statement promptly after the date hereof, and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreementhereof (and in any event within twenty (20) Business Days after the date hereof), the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and SEC in preliminary form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company shall cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and Parent, as the case may be, shall promptly furnish all information concerning rules of the Company on the one hand, or SEC and Nasdaq. Parent and Merger Sub on shall furnish in writing to the other hand, that Company all information concerning Parent and Merger Sub as the Company may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SECor any amendment or supplement thereto. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent, Parent or Merger Sub, or any of their respective directors, officers or affiliatesother Affiliates, should be discovered by the Company Company, Parent or Parent Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which party that discovers such information shall promptly notify the other Party heretoothers, and the Company shall promptly prepare and file with the SEC an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable LawLaw or the SEC or its staff, disseminated disseminate such amendment or supplement to the holders of Company Common Stock. Stockholders. (b) The Company shall provide Parent and use its counsel a reasonable opportunity best efforts to review and comment on the Proxy Statement and respond promptly to any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral such comments received from made by the SEC or its staff with respect to the Proxy Statement and shall provide use reasonable best efforts to Parent have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. Subject to applicable Law, the Company shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable (and its counsel in any event within ten (10) Business Days) following the filing thereof with the SEC and all written confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement; provided that the Company shall not be required to disseminate the Proxy Statement to the Company Stockholders prior to the expiration of the Go-Shop Period. (c) Unless the Company Board or its counsel may receive from any authorized committee thereof shall have effected a Company Board Recommendation Change specifically permitted by Section 6.5, (i) the Company shall not file with the SEC nor mail the Proxy Statement or any amendment or supplement thereto, and (ii) the Company shall not correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement Statement, in any such case referenced in the preceding clause (i) or (ii) without providing Parent and Merger Sub a reasonable advance opportunity to review and comment thereon or participate therein, as the case may be. (d) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change, the Company shall advise Parent and Merger Sub, promptly after it receives notice thereof, of any receipt thereofof a request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement, or any receipt of a request by the SEC or its staff for additional information in connection therewith, and shall provide Parent with copies of Table of Contents all written correspondence between the Company and its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company also shall provide Parent with copies of any written comments or responses to be submitted by the Company in response to any comments or inquiries from the SEC or the staff thereof and shall provide Parent a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff relating to the Proxy Statement. (e) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change specifically permitted by Section 6.5, the Company shall include the Company Board Recommendation in the Proxy Statement.

Proxy Statement. Subject (a) The Company and Parent shall cooperate and the Company shall promptly prepare the Proxy Statement to enable the terms and conditions of this AgreementCompany to file the Proxy Statement with the SEC, as preliminary proxy material, as soon as reasonably practicable following after the date of this Agreementhereof and in any event not later than 20 days after the date hereof. The Company shall use all reasonable best efforts, the Company and Parent shall jointly preparecooperate with the Company (including furnishing all information concerning Parent as may be reasonably requested by the Company), to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing and to mail the Proxy Statement to the Company's shareholders as soon as possible thereafter. The Company shall use all reasonable best efforts, and the Company Parent shall file cooperate with the SECCompany, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock obtain any necessary state anti-takeover approvals in connection with the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith Merger. (collectively, as amended or supplemented, the “Proxy Statement”). b) The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with the SEC of will cause the Proxy Statement. Subject , at the time it is first mailed to the terms and conditions shareholders of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parentto comply as to form in all material respects with the applicable provisions of the Securities Act, or Merger Sub, or any the Exchange Act and the rules and regulations of their respective directors, officers or affiliates, should be discovered by the SEC thereunder. (c) The Company or hereby covenants and agrees with Parent which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would (at the time it is first mailed to shareholders of the Company and at the time of the Company Meeting) will not include any misstatement contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleadingmisleading (provided, however, that this clause (c) shall apply only to information contained in the Proxy Statement that was supplied by the Company for inclusion therein). If, at any time prior to the Company Meeting, any event with respect to the Company, or with respect to other information supplied by the Company for inclusion in the Proxy Statement, occurs and such event is required to be described in a supplement to the Proxy Statement, the Party Company shall promptly notify Parent of such occurrence and shall promptly prepare, file and disseminate such supplement. (d) Parent hereby covenants and agrees with the Company that the Proxy Statement (at the time it is first mailed to shareholders of the Company and at the time of the Company Meeting) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which discovers they are made, not misleading (provided, however, that this clause (d) shall not apply to information contained in the Proxy Statement that was supplied by the Company for inclusion therein). If, at any time prior to the Company Meeting, any event with respect to Parent, or with respect to other information supplied by Parent for inclusion in the Proxy Statement, occurs and such information event is required to be described in a supplement to the Proxy Statement, Parent shall promptly notify the other Party heretoCompany of such occurrence and shall cooperate with the Company in the preparation, filing and an appropriate dissemination of such supplement. (e) Neither the Proxy Statement nor any amendment or supplement to the Proxy Statement describing such information shall thereto will be promptly prepared and filed with the SEC and, to the extent required by applicable Law, or disseminated to the holders shareholders of the Company Common Stockwithout the approval of both Parent and the Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on advise Parent, promptly after it receives notice thereof, of the time when the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with has been cleared by the SEC. The Company shall promptly advise Parent of , or any oral comments or requests for additional information received from the SEC SEC, whether orally or its staff in writing, with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofStatement.

Proxy Statement. Subject (a) The Company shall use reasonable best efforts to deliver to Investor a reasonably complete initial draft of the terms Proxy Statement within ten (10) Business Days after the date hereof, and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreementhereof (and in any event within twenty (20) Business Days after the date hereof), the Company shall prepare and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying SEC the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies from the Company Stockholders for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company shall cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act and Parent, as the case may be, rules of the SEC and Nasdaq. Investor and Acquisition Sub shall promptly furnish in writing to the Company all information concerning Investor and Acquisition Sub as the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Stockholder Meeting, any information relating to the Company, Parent, Investor or Merger Acquisition Sub, or any of their respective directors, officers or affiliatesother Affiliates, should be discovered by the Company Company, Investor or Parent Acquisition Sub which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which party that discovers such information shall promptly notify the other Party heretoothers, and the Company shall promptly prepare and file with the SEC an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable LawLaw or the SEC or its staff, disseminated disseminate such amendment or supplement to the holders of Company Common Stock. Stockholders. (b) The Company shall provide Parent and its counsel a reasonable opportunity respond promptly to review and comment on the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral such comments received from made by the SEC or its staff with respect to the Proxy Statement and shall provide use reasonable best efforts to Parent and its counsel any and all written comments that have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. Subject to applicable Law, the Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or its counsel may receive from that it has no additional comments on, the Proxy Statement. (c) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change specifically permitted by Section 6.5, (i) the Company shall not file with the SEC nor mail the Proxy Statement or any amendment or supplement thereto, and (ii) the Company shall not correspond or otherwise communicate with the SEC or its staff with respect to the Proxy Statement Statement, in any such case referenced in the preceding clause (i) or (ii) without prior consultation with Investor and its counsel, including providing Investor and Acquisition Sub a reasonable advance opportunity to review and comment thereon or participate therein, as the case may be. (d) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change, the Company shall advise Investor and Acquisition Sub, promptly after it receives notice thereof, of any receipt thereofof a request by the SEC or its staff for an amendment or revisions to the Proxy Statement, any receipt of comments from the SEC or its staff on the Proxy Statement, or any receipt of a request by the SEC or its staff for additional information in connection therewith. (e) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change specifically permitted by Section 6.5, the Company shall include the Company Board Recommendation in the Proxy Statement.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon As promptly as reasonably practicable following the date execution of this Agreement, with the Company timely cooperation and Parent shall jointly prepareassistance from Parent, and the Company shall prepare and file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation of proxies for use at SEC the Company Meeting, Proxy Statement in preliminary form; provided that the Company shall provide Parent and any schedules required its counsel a reasonable opportunity to be filed review the preliminary Company Proxy Statement in advance of the filing thereof with the SEC and consider in connection therewith good faith any comments reasonably proposed by Parent and its counsel (collectivelyit being understood that Parent and its counsel shall provide any comments thereon as promptly as practicable); provided, as amended further, that the foregoing shall not apply with respect to any disclosures or supplementedstatements related to any Acquisition Proposal, the “Proxy Statement”)Superior Proposal or Adverse Recommendation Change. The Company and Parent, as the case may be, shall promptly furnish all information concerning use its reasonable best efforts to cause the Company on Proxy Statement to be mailed to the one handCompany Stockholders as promptly as practicable following the receipt of confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Company Proxy Statement. Parent and Merger Sub on shall promptly furnish to the other hand, that Company all information concerning Parent and Merger Sub as may be required by applicable securities Laws or reasonably requested by the other Party hereto Company in connection with the preparation and filing with the SEC of the Company Proxy Statement. Subject to the terms and conditions Each of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Parent and Merger SubSub shall promptly correct any information provided by it, or any of their respective directorsits Representatives, officers or affiliates, should be discovered by the Company or Parent which should be set forth for use in an amendment or supplement to the Proxy Statement so if and to the extent that the Proxy Statement would not include such information contains any misstatement untrue statement of material fact or omits to state a material fact required to be stated therein 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, and the Party which discovers such information Company shall promptly notify file with the other Party hereto, and SEC an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC or correction and, to the extent required by applicable Applicable Law, disseminated disseminate such amendment or supplement to the holders of Company Common StockStockholders. The Company shall (a) as promptly as reasonably practicable after receipt thereof, provide Parent and its counsel with copies of any written comments, and advise Parent and its counsel of any oral comments, with respect to the Company Proxy Statement (or any amendment or supplement thereto) received from the SEC or its staff, (b) provide Parent and its counsel a reasonable opportunity to review the Company’s proposed response to such comments and comment on the Proxy Statement and (c) consider in good faith any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to reasonably proposed by Parent and its counsel (it being understood that Parent and its counsel shall provide any and all written comments thereon as promptly as practicable); provided, however, that the Company or its counsel may receive from the SEC or its staff foregoing shall not apply with respect to the Proxy Statement promptly after receipt thereofany disclosures or statements related to any Acquisition Proposal, Superior Proposal or Adverse Recommendation Change.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company shall prepare (with Parent’s cooperation) and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter SEC the Proxy Statement to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided sent to the holders stockholders of Company Common Stock in connection with the solicitation of proxies for use at the Company relating to the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Proxy Statement”). The Company shall use its reasonable best efforts to ensure that the Proxy Statement complies as to form with the rules and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested regulations promulgated by the other Party hereto in connection with SEC under the preparation and filing with the SEC of the Proxy Statement1934 Act. Subject to Section 8.03, the terms Proxy Statement shall include (i) a statement to the effect that the Company Board has determined that this Agreement and conditions the Merger are advisable and (ii) the recommendation of the Company Board in favor of adoption of this Agreement and all applicable Lawsby the Company’s stockholders. As promptly as reasonably practicable after the Proxy Statement shall have been cleared by the SEC, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated mailed to its stockholders entitled to vote at the Company Stockholder Meeting. (b) Each of the Company and Parent shall furnish all information concerning such Person and its Subsidiaries to the holders other, and provide such other assistance, as may be reasonably requested by such other Party to be included therein and shall otherwise reasonably assist and cooperate with the other in the preparation, filing and distribution of the Proxy Statement and the resolution of any comments received from the SEC. The Company Common Stock as promptly as practicable following shall provide Parent, Merger Sub and their counsel reasonable opportunity to review and comment on the clearance Proxy Statement and any amendment or supplement thereto, in each case prior to the filing thereof by with the SEC. If at any time prior to the receipt of the Company MeetingStockholder Approval, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directorsSubsidiaries, officers directors or affiliatesofficers, should be discovered by the Company or Parent which should is required to be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party hereto, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable Law, disseminated to the holders stockholders of Company Common Stock. the Company. (c) The Company shall provide notify Parent and its counsel a reasonable opportunity to review and comment on promptly of the Proxy Statement and any amendments or supplements thereto, prior to the filing thereof with the SEC. The Company shall promptly advise Parent receipt of any oral comments received comments, whether written or oral, 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 provide Parent with (A) copies of all correspondence between the Company or any of its Affiliates, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and (B) a reasonable opportunity to participate in the response to those comments and requests. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the Proxy Statement. The Company shall provide use its reasonable best efforts to resolve, and Parent agrees to consult and its counsel any and all written comments that cooperate with the Company or its counsel may receive from the in resolving, all SEC or its staff comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereofthereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company Shareholders as promptly as reasonably practicable following filing with the SEC.

Proxy Statement. Subject (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the terms and conditions Merger other than pursuant to Section 253 of this Agreementthe DGCL, as soon as reasonably practicable following the date of this AgreementAppointment Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock Proxy Statement for use in connection with the solicitation of proxies for use at from the Company Meeting, and any schedules required to be filed Stockholders in connection with the SEC in connection therewith (collectively, as amended or supplemented, Merger and the “Proxy Statement”)Company Stockholders’ Meeting. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on as the other hand, that party hereto may be required by applicable securities Laws or reasonably requested by the other Party hereto request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable LawsLegal Requirements, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders of Company Common Stock Stockholders as promptly as practicable following the clearance filing thereof with the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement shall be made by the SECCompany without providing Parent a reasonable opportunity to review and comment thereon. The Company shall advise Parent, promptly after it receives notice thereof, of any request by the SEC or its staff for an amendment or revisions to the Proxy Statement, or comments thereon and responses thereto, or requests by the SEC or its staff for additional information in connection therewith. If at any time prior to the Company Stockholders’ Meeting, any information relating to the Company, Company or Parent, or Merger Sub, or any of their respective directors, officers or affiliatesAffiliates, 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 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 party which discovers such information shall promptly notify the other Party party or parties hereto, as the case may be, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC and, to the extent required by applicable LawLegal Requirements, disseminated to the holders stockholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and any amendments or supplements theretoapplicable rules of the Nasdaq. (b) Unless this Agreement is earlier terminated pursuant to Article IX hereof, prior subject to the filing thereof with terms of Section 7.2(b) hereof, the SEC. The Company shall promptly advise Parent of any oral comments received from include in the SEC or its staff Proxy Statement the Company Board Recommendation (other than with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofOffer).

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall jointly prepare, and the The Company shall prepare and file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the holders of Company Common Stock in connection with the solicitation assistance of proxies for use at the Company Meeting, and any schedules required subject to be filed prior consultation with the SEC in connection therewith (collectivelyParent, as amended or supplementedpromptly as reasonably practicable after the date hereof, a preliminary Proxy Statement (the “Preliminary Proxy Statement”)) relating to the Merger as required by the Exchange Act and the rules and regulations thereunder. The Company and Parent, as the case may be, shall promptly furnish all information concerning the Company on the one hand, or Each of Parent and Merger Sub on shall furnish to the other handCompany the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be required by applicable securities Laws received from the SEC or reasonably requested its staff with respect thereto, shall, subject to prior consultation with Parent, respond promptly to any such comments made by the other Party hereto in connection SEC or its staff with respect to the preparation and filing with the SEC of the Preliminary Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated mailed to the holders Company’s shareholders at the earliest reasonably practicable date and shall use its reasonable best efforts (subject to Section 5.02) to obtain the necessary approval of Company Common Stock as promptly as practicable following the clearance thereof this Agreement by the SECits shareholders. If If, at any time prior to the Company Special Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directorsAffiliates, officers this Agreement or affiliatesthe transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement Statement, so that the Proxy Statement would shall not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party which party that discovers such information shall promptly notify the other Party heretoparty, and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and filed with the SEC andSEC, and to the extent required by applicable Law, disseminated to the holders shareholders of Company Common Stockthe Company. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on Except as Section 5.02 expressly permits, the Proxy Statement and any amendments or supplements thereto, prior to shall include the filing thereof with recommendation of the SEC. The Board of Directors of the Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofshareholders approve this Agreement.

Proxy Statement. Subject to the terms and conditions of this Agreement, as soon (a) As promptly as reasonably practicable following the date of this Agreementhereof (and without regard to whether the No-Shop Period Start Date shall have occurred), the Company and Parent shall jointly shall, with the reasonable assistance of Parent, prepare, and the Company shall file with the SEC, a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided relating to the holders adoption of Company Common Stock in connection with this Agreement by the solicitation stockholders of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplementedsupplemented from time to time, the “Proxy Statement”). The Company Parent and Parent, as the case may be, shall promptly furnish all information concerning the Company on the shall cooperate with one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto another in connection with the preparation of the Proxy Statement and filing Parent shall furnish all information concerning Parent and Merger Sub as the Company may reasonably request in connection with the SEC preparation of the Proxy Statement, including such information that is required by the Exchange Act to be set forth in the Proxy Statement. Subject to the terms and conditions of this Agreement and all applicable Laws, the The Company shall use commercially reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. The Company shall cause the Proxy Statement to be disseminated mailed to the holders stockholders of the Company Common Stock as of the record date established for the Company Stockholders’ Meeting as promptly as reasonably practicable following (but in any event no more than five (5) Business Days) after the clearance thereof Proxy Statement is cleared by the SEC. (b) Parent shall cause the information relating to Parent or Merger Sub supplied by it in writing specifically for inclusion in the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholders’ Meeting, not to contain any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Assuming Parent’s compliance with its obligations pursuant to Section 8.2(b), the Company shall cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Stockholders’ Meeting, (i) not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) to comply as to form and substance in all material respects with the Exchange Act and any applicable requirements under Applicable Law. (d) Each of Parent and the Company shall as promptly as reasonably practicable notify the other of (i) the receipt of any comments from the SEC (or its staff) and all other written correspondence and oral communications with the SEC (or its staff) relating to the Proxy Statement and (ii) any request by the SEC (or its staff) for any amendment or supplement to the Proxy Statement or for additional information with respect thereto. All filings by the Company with the SEC and all mailings to the stockholders of the Company in connection with the Merger and the other transactions contemplated hereby, including the Proxy Statement and any amendment or supplement thereto, and any responses to any comments from the SEC with respect thereto, shall be subject to the reasonable prior review and comment of Parent and its counsel and the Company shall consider any comments from Parent in good faith. All filings by Parent with the SEC in connection with the transactions contemplated hereby shall be subject to the reasonable prior review and comment of the Company. (e) If at any time prior to the Company Meeting, Effective Time any information relating to the Company, Parent, Parent or Merger Sub, or any of their respective directorsAffiliates, officers directors or affiliatesofficers, should be is discovered by the Company Company, Parent or Parent Merger Sub, which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party which discovers such information shall promptly notify the other Party hereto, parties and an appropriate amendment or supplement to the Proxy Statement describing such information shall be promptly prepared and promptly filed with the SEC and, to the extent required by applicable Applicable Law, disseminated to the holders stockholders of the Company, in each case, by the Company Common Stock. 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, prior to the filing thereof (with the SEC. The Company shall promptly advise Parent reasonable assistance of any oral comments received from the SEC or its staff with respect to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofParent).

Proxy Statement. Subject to the terms ADSX and conditions of this Agreement, as soon as reasonably practicable following the date of this Agreement, the Company MAS shall cooperate and Parent shall jointly prepare, promptly prepare and the Company MAS shall file with the SEC, SEC as soon as practicable a proxy statement, letter to holders of Company Common Stock, notice of meeting and form of proxy accompanying the proxy statement that will be provided with respect to the holders of Company Common Stock in connection with MAS Stockholders Meeting (the solicitation of proxies for use at the Company Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “"Proxy Statement”"). The Company parties will cause the --------------- Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and Parentthe rules and regulations thereunder. MAS shall use all reasonable efforts, and ADSX will cooperate with MAS, to have the Proxy Statement cleared by the SEC as promptly as practicable. MAS shall, as the case may bepromptly as practicable, shall promptly furnish all information concerning the Company on the one hand, or Parent and Merger Sub on the other hand, that may be required by applicable securities Laws or reasonably requested by the other Party hereto in connection with the preparation and filing with provide copies of any written comments received from the SEC of the Proxy Statement. Subject with respect to the terms and conditions of this Agreement and all applicable Laws, the Company shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to the holders ADSX and advise ADSX of Company Common Stock as promptly as practicable following the clearance thereof by the SEC. If at any time prior to the Company Meeting, any information relating to the Company, Parent, or Merger Sub, or any of their respective directors, officers or affiliates, should be discovered by the Company or Parent which should be set forth in an amendment or supplement material oral comments with respect to the Proxy Statement so received from the SEC. MAS agrees that the Proxy Statement would and each amendment or supplement thereto at the time of mailing thereof and at the time of the MAS Stockholders Meeting will not include any misstatement an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Party which discovers foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by MAS in reliance upon and in conformity with written information shall promptly notify concerning ADSX furnished to MAS by ADSX specifically for use in the other Party hereto, Proxy Statement. ADSX agrees that the written information provided by it for inclusion in the Proxy Statement and an appropriate each amendment or supplement thereto, at the time of mailing thereof and at the time of the MAS Stockholders Meeting, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Proxy Statement describing such information shall be promptly prepared and filed with statements therein, in light of the SEC andcircumstances under which they were made, to the extent required by applicable Law, disseminated to the holders of Company Common Stocknot misleading. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement and any amendments or supplements theretothereto shall be approved by ADSX, prior which such approval shall not be unreasonably withheld, conditioned or delayed. ADSX shall assist MAS in the preparation of any pro forma financial statements required to be included in the Proxy Statement. MAS will advise ADSX promptly of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Whenever any event or condition affecting MAS or ADSX occurs that is required to be set forth in an amendment or supplement to the Proxy Statement, such party will promptly inform the other of such occurrence and cooperate in filing thereof with the SEC. The Company shall promptly advise Parent of any oral comments received from the SEC or its staff with respect any other Governmental Authority, and in mailing to the Proxy Statement and shall provide to Parent and its counsel any and all written comments that the Company stockholders of MAS, such amendment or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after receipt thereofsupplement.