Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Registration Statement, in which the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly Acquirer and the Company shall file with the SEC as soon as is reasonably practicable after the execution of this Agreement, Parent date hereof the Joint Proxy Statement/Prospectus and the Company Acquirer shall jointly prepare and cause to be filed with the SEC file the Registration Statement, Statement in which the Joint Proxy Statement will Statement/Prospectus shall be included. Each of Parent Acquirer and the Company shall use all commercially reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated herebypracticable. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent Acquirer shall also take any action required to be taken under any applicable state blue sky or provincial securities laws in connection with the issuance and reservation of shares of Parent Acquirer Common Stock pursuant to the Mergerthis Agreement. Each of Acquirer and the Company and Parent shall promptly furnish to each other all information information, and take such other actions, as may reasonably be requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and by any of them in connection with this Section 7.2(a). (b) If at any time prior to the preparation, filing and distribution of Effective Time any event shall occur which is required to be described in the Registration Statement and the Joint Proxy Statement. Subject to Section 5.02/Prospectus or Form S-4, the Company Board such event shall make the Company Recommendation to the Company’s stockholders be so described, and shall include such recommendation in the Proxy Statement. No filing of, or an amendment or supplement toshall be promptly filed with the SEC and, as required by law, disseminated to the Registration Statement stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Proxy Statement, or response to SEC comments with respect thereto, Form S-4 will be made by Parent Acquirer or the Company, as Company without the approval of the other party. To the extent applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement each of Acquirer and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other other, promptly after it receives oral or written notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating theretoorder, the suspension of the qualification of the shares of Parent Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement Statement/Prospectus or the Registration Statement Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (Acquirer and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit each use all commercially reasonable efforts to cause to be delivered to the vote other a comfort letter of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on independent auditors, dated a reasonably current basis regarding its solicitation efforts and voting results following the dissemination date within two business days of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record effective date of the Company Stockholders Meeting Form S-4, in form reasonably satisfactory to the other party and (ii) setting the record date, date, time customary in scope and place substance for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required such letters in connection such votewith similar registration statements.

Registration Statement and Proxy Statement. (ai) As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Registration Statement, in which the Proxy Statement will be included. Each of Parent and the The Company shall use reasonable best efforts to have commence and complete the Registration Statement declared effective under the Securities Act Rights Offering as promptly soon as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated herebypracticable. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after prepare and file the Registration Statement is declared effective under for the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection Rights Offering with the issuance Commission within two (2) Business Days following the execution of this Agreement and reservation the preliminary Proxy Statement with the Commission within five (5) Business Days following the execution of shares of Parent Common Stock pursuant to the Mergerthis Agreement. Each of the The Company and Parent shall furnish shall: (x) provide each other all information reasonably requested by the other (including concerning itself Purchaser and its stockholders, or holders of a beneficial interest therein) in connection counsel with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by referencethe “SEC Transaction Documents”) to effect be filed with the Commission and any amendments or supplements thereto, in each case, prior to the filing thereof and shall duly consider in good faith any comments of such change Purchaser and its counsel; (it being understood that any such amendment or supplement shall solely contain (iy) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other each Purchaser promptly after it receives oral or written notice of the time when the Registration Statement has become effective effective; and (z) advise each Purchaser promptly after it receives notice of any comments or inquiries by the Commission (and furnish each Purchaser with copies of any supplement correspondence related thereto), of the issuance by the Commission of any stop order or amendment thereto has been filedof any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide such Purchaser with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto, and to duly consider in good faith any comments of such Purchaser and its counsel and in the event of the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it order preventing or suspending the use of any of SEC Transaction Document or suspending any such qualification, to use promptly its representatives, on the one hand, and the SEC or reasonable best efforts to obtain its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the withdrawal. (ii) The Company and Parent will shall use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or have the Proxy Statement and the Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after they are filed with the Commission. While the Rights Offering is pending (and at all times prior to have any stop order relating thereto or suspension liftedthe earlier to occur of the termination of this Agreement and the Closing Date), reversed or otherwise terminated. The the Company agrees to shall use its reasonable best efforts to cause the Registration Statement to remain effective. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Purchaser Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be disseminated distributed to its the Company’s stockholders as promptly as reasonably practicable after the Registration Proxy Statement is declared effectivecleared by the Commission, which clearance will be deemed to have occurred if the Commission has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the Commission will or will not be reviewing the Proxy Statement. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation and bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, a special meeting of its stockholders to consider and vote upon, among other proposals, the Transaction Proposals (the “Special Meeting”). The Company shall use its reasonable best efforts to obtain the Requisite Stockholder Approval (as defined below). (iv) If at any time prior to the Effective Time Expiration Time, any information is discovered by Parent event occurs as a result of which the Investment Decision Package, as then amended or the Company which should be set forth in supplemented, would include an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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, or if it shall be necessary to amend or supplement the party that discovers such information shall Investment Decision Package to comply with applicable law, the Company will promptly notify the other parties hereto Purchasers of any such event and prepare an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the CompanyInvestment Decision Package that will correct such statement or omission or effect such compliance. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and cause Registration Statement on Form S-4 to be filed with the SEC the Registration Statement, in which the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep with the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. SEC by Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation Merger for the purpose of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating thereto, the suspension of the qualification of registering the shares of Parent Common Stock issuable to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Merger for offering or sale Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in any jurisdictionthe Registration Statement, or any oral or written request by the SEC for amendment "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the Registration time of the mailing of the Proxy Statement and any amendments or comments thereon and responses thereto or requests by the SEC for additional informationsupplements thereto, and will promptly provide at the other with copies time of any written communication between it or any the meetings of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each stockholders of the Company and Parent will use its reasonable best efforts to promptly consult be held in connection with the other and respond as promptly as reasonably practicable to any comments from transactions contemplated by this Agreement, or, in the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any case of the Registration Statement or the Proxy Statement, so that any as amended or supplemented, at the time it becomes effective and at the time of such documents would not include a misstatement meetings of the stockholders of the Company and Parent, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders provisions of the Company. (b) Subject to Section 6.01(a), Securities Act and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws Exchange Act and the rules of the NASDAQ toand regulations promulgated thereunder, duly call, give notice of, convene and hold except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Dateinclusion therein. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly soon as reasonably ------------------------------------------ practicable after the execution of this Agreement, Parent Parent, Liberty Media and the Company shall jointly prepare and cause to be filed with cooperate in the SEC the Registration Statementpreparation of, in which the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts file confidentially with the Commission, a preliminary proxy statement in form and substance reasonably satisfactory to have each of Parent, Liberty Media and the Company, and, following resolution of comments, if any, of the Commission on the preliminary proxy statement, Liberty Media and Parent shall prepare and Parent shall file with the Commission a registration statement on Form S-4 (the "Registration Statement declared effective Statement"), containing a form of prospectus that includes such proxy statement (as amended or supplemented, if applicable) registering under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of the shares of Parent Class A Liberty Media Group Stock issuable upon conversion of Company Common Stock pursuant to the Merger. Each of Parent, Liberty Media and the Company shall use its commercially reasonable efforts to respond to any comments of the Commission and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of to have the Registration Statement declared effective as promptly as practicable after such filing and the Proxy Statement. Subject Company shall use its commercially reasonable efforts to Section 5.02, cause the Company Board shall make proxy statement as filed with the Company Recommendation Commission and as thereafter amended or supplemented to be cleared by the Commission and mailed to the Company’s 's stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, as promptly as practicable after the Registration Statement becomes effective (such proxy statement in the definitive form mailed to the Company's stockholders, as thereafter amended or supplemented, being referred to as the "Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the "). The Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) Liberty Media and without providing the Parent will notify each other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement promptly of the reasons receipt of any comments from the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment Commission or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective its staff or any supplement or amendment thereto has been filed, the issuance other government officials and of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC Commission or its staff for amendment of amendments or supplements to the Registration Statement, the Proxy Statement or the Registration Statement any other filing or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide supply the other parties with copies of any written communication all correspondence between it or and any of its representatives, on the one hand, and the SEC Commission or its staff or any state securities commission, other government officials on the other hand, with respect to the Registration Statement, the Proxy Statement, the Registration Statement Merger or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult any filing with the other and respond as promptly as reasonably practicable Commission relating thereto. Whenever any party hereto becomes aware of any event that is required to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Proxy Statement, the Registration Statement or any other filing with the Proxy StatementCommission in connection with this Agreement or the transactions contemplated hereby, so that any of such documents would not include a 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 that discovers such information shall promptly notify inform the other parties hereto of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in the prompt filing with the SEC andCommission or its staff or any other governmental officials, and/or mailing to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), of such amendment or supplement, which shall comply in all material respects with the provisions of the Securities Act and the Exchange Act. The Company, and notwithstanding Parent and Liberty Media, each shall promptly provide the other (or its counsel) copies of all filings made by such party with any Company Adverse Recommendation Change unless Governmental Entity in connection with this Agreement is terminated in accordance with Section 8.01(c)(ii), or the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Datetransactions contemplated hereby. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly as reasonably practicable after the execution of this AgreementNo later than January 16, Parent and 2023, the Company shall jointly prepare provide or make available to Buyer the Acquired Companies’ unaudited financial statements for the six-month period ended November 30, 2022, including condensed consolidated balance sheets, and cause condensed consolidated statements of operations, statement of stockholders’ equity, and statements of cash flows of the Company required under the applicable rules and regulations of the SEC to be filed with the SEC included in the Registration Statement, in which the Proxy Statement will or the Closing Form 8-Ks, in each case, prepared in accordance with GAAP and Regulation S-X. Subsequent thereto, the Company’s consolidated interim financial information for each quarterly period thereafter shall be includeddelivered or made available to Buyer no later than 45 calendar days following the end of each quarterly period. Each The Company shall promptly provide additional Company financial information reasonably requested by ▇▇▇▇▇ for inclusion in the Merger Materials and any other filings to be made by Buyer with the SEC, including any financial statements of Parent and any business acquired by or to be acquired by the Company shall use reasonable best efforts to have the Registration Statement declared effective required by Article 3.05 or Article 11 of Regulation S-X under the Securities Act (as promptly as reasonably practicable after such filing and to keep interpreted by the Registration Statement effective as long as necessary to consummate staff of the Merger and SEC). Without limiting the other transactions contemplated hereby. The generality of the foregoing, the Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws fully cooperate with Buyer in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) preparation for inclusion in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response /Consent Solicitation Statement of pro forma financial statements that comply with the requirements of Regulation S-X. (b) The Company shall use its best efforts to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, ensure that the Companyinformation supplied by or on behalf of the Company in writing for inclusion in the Registration Statement, in connection with a Company Adverse Recommendation Change may amend or supplement on the effective date of the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that together with any such amendment amendments or supplement shall solely contain supplements thereto), (i) such Company Adverse Recommendation Change complies in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) a does not include any untrue statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a misstatement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) misleading as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End DateEffective Time. (c) The Company agrees thatshall prepare the sections of the Registration Statement describing it and its Subsidiaries’ business, unless this Agreement is terminated operations and/or financial results for inclusion in accordance the Registration Statement. The Company shall cause its officers and employees to be reasonably available to Buyer and its counsel in connection with its terms prior thereto (including pursuant to Section 8.01(c)(ii))i) the drafting of the Registration Statement or the Proxy Statement, (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (yii) responding in a timely manner to comments on the Company shall not submit to Registration Statement or the vote of its stockholders any Company Acquisition Proposal other than this Agreement and Proxy Statement from the MergerSEC. (d) The Company shall keep Parent reasonably informed use its best efforts to ensure that the information supplied by or on a reasonably current basis regarding behalf of the Company in writing for inclusion in the Proxy Statement and/or the Consent Solicitation Statement (together with any amendments or supplements thereto), when first filed in accordance with Rule 424(b) of the Securities Act or pursuant to Section 14A of the Exchange Act, complies in all material respects with the applicable requirements of the Securities Act and the Exchange Act. The Company will further use its solicitation best efforts and voting results following to ensure that such information, as of (i) the dissemination date of any filing of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including or the Consent Solicitation Statement pursuant to Section 8.01(c)(ii))Rule 424(b) of the Securities Act, (ii) the Company shall use commercially reasonably efforts date that the Merger Materials are first mailed to establish Buyer Stockholders or the earliest reasonably practicable record date for stockholders of the Company Stockholders Meeting and, in connection therewith, consult with ParentCompany, and consider Parent’s views in good faith prior to (iiii) commencing a broker search for the record time of the Special Meeting or the date of the Company Stockholders Meeting and (ii) setting final Written Consent, does not include any untrue statement of material fact or omit to state a material fact necessary in order to make the record datestatements therein, datein the light of the circumstances under which they were made, time and place for not misleading as of the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such voteapplicable time.

Registration Statement and Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed file with the SEC as soon as is reasonably practicable after the Registration Statement, in which date hereof the Proxy Statement will be includedStatement/Prospectus and Parent shall file the Form S-4. Each of Parent and the Company shall use all commercially reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record datepracticable. Parent shall also take any action required to be taken under any applicable state blue sky or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Mergerthis Agreement. Each of Parent and the Company and Parent shall promptly furnish to each other all information information, and take such other actions, as may reasonably be requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution by any of the Registration Statement and the Proxy Statement. Subject to them in connection with this Section 5.02, the Company Board shall make the Company Recommendation 7.2(a). (b) If at any time prior to the Company’s stockholders and Effective Time any event shall include such recommendation occur which is required to be described in the Proxy Statement. No filing of/Prospectus or Form S-4, or such event shall be so described, and an amendment or supplement toshall be promptly filed with the SEC and, as required by law, disseminated to the Registration Statement stockholders of the Company; provided that no amendment or supplement to the Proxy Statement, /Prospectus or response to SEC comments with respect thereto, the Form S-4 will be made by Parent or the Company, as Company without the approval of the other party. To the extent applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement each of Parent and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other other, promptly after it receives oral or written notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating theretoorder, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement Statement/Prospectus or the Registration Statement Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (Parent and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit each use all commercially reasonable efforts to cause to be delivered to the vote other a comfort letter of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. independent auditors, dated a date within two (d2) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination business days of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record effective date of the Company Stockholders Meeting Form S-4, in form reasonably satisfactory to the other party and (ii) setting the record date, date, time customary in scope and place substance for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required such letters in connection such votewith similar registration statements.

Registration Statement and Proxy Statement. (ai) As promptly as reasonably practicable after the execution of this Agreement, Parent The Proxy Statement and the Company shall jointly prepare and cause to be Registration Statement (the “SEC Transaction Documents”) filed with the SEC Commission shall be consistent in all material respects with the Registration Statement, in which last forms of such documents provided to ▇▇▇▇▇▇▇ and its counsel to review prior to the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated herebythereof. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection shall: (x) provide ▇▇▇▇▇▇▇ with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review any SEC Transaction Document that is amended after the date hereof prior to its filing with the Commission and comment thereonshall duly consider in good faith any comments of ▇▇▇▇▇▇▇ and its counsel; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by referencey) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other ▇▇▇▇▇▇▇ promptly after it receives oral or written notice of the time when each of the SEC Transaction Documents has been filed and when the Registration Statement has become effective or any Prospectus or Prospectus supplement or amendment thereto has been filedfiled and shall furnish Elliott with copies thereof; and (z) advise ▇▇▇▇▇▇▇ promptly after it receives notice of any comments or inquiries by the Commission (and furnish Elliott with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide ▇▇▇▇▇▇▇ with a reasonable opportunity to review any such comments, inquiries, request, or other communication from the Commission and to review any responses thereto and any amendment or supplement to any SEC Transaction Document before any filing with the Commission, and to duly consider in good faith any comments of ▇▇▇▇▇▇▇ and its counsel and in the event of the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it order preventing or suspending the use of any of SEC Transaction Document or suspending any such qualification, to use promptly its representatives, on the one hand, and the SEC or reasonable best efforts to obtain its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the withdrawal. (ii) The Company and Parent will shall use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or have the Proxy Statement and to have any stop order relating thereto the Registration Statement cleared or suspension lifteddeclared effective, reversed or otherwise terminatedas the case may be, by the Commission as promptly as practicable after they are filed with the Commission. The Company agrees shall take all action as may be necessary or advisable so that the Rights Offering and the issuance and sale of the Backstop Acquired Shares and the Investor Offered Shares and the other transactions contemplated by this Agreement may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws. (iii) The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the Commission. Subject to applicable law, the Board shall set the Record Date, and the Company shall take all action necessary, in accordance with and subject to the General Corporation Law of the State of Delaware and the Company’s Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, to duly call, give notice of, and convene and hold, as promptly as practicable, an annual meeting of its stockholders to consider and vote upon, among other proposals, the Rights Offering Proposals, to the extent required by applicable law or regulations or the rules of the NYSE. The Company shall use its reasonable best efforts to cause obtain the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after requisite stockholder approval of the Registration Statement is declared effective. Rights Offering Proposals. (iv) If at any time prior to the Effective Time Expiration Time, any information is discovered by Parent event occurs as a result of which the Investment Decision Package, as then amended or the Company which should be set forth in supplemented, would include an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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, or if it shall be necessary to amend or supplement the party that discovers such information shall Investment Decision Package to comply with applicable law, the Company will promptly notify the other parties hereto ▇▇▇▇▇▇▇ of any such event and prepare an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the CompanyInvestment Decision Package that will correct such statement or omission or effect such compliance. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly Acquirer and the Company shall file with the SEC as soon as is reasonably practicable after the execution of this Agreement, Parent date hereof the Proxy Statement/Prospectus and the Company Acquirer shall jointly prepare and cause to be filed with the SEC file the Registration Statement, Statement in which the Proxy Statement will Statement/Prospectus shall be included. Each of Parent Acquirer and the Company shall use all commercially reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated herebypracticable. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent Acquirer shall also take any action required to be taken under any applicable state blue sky or provincial securities laws in connection with the issuance and reservation of shares of Parent Acquirer Common Stock pursuant to the Mergerthis Agreement. Each of Acquirer and the Company and Parent shall promptly furnish to each other all information information, and take such other actions, as may reasonably be requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution by any of the Registration Statement and the Proxy Statement. Subject to them in connection with this Section 5.02, the Company Board shall make the Company Recommendation 7.2(a). (b) If at any time prior to the Company’s stockholders and Effective Time any event shall include such recommendation occur which is required to be described in the Proxy Statement. No filing of/Prospectus or Form S-4, or such event shall be so described, and an amendment or supplement toshall be promptly filed with the SEC and, as required by law, disseminated to the Registration Statement stockholders of the Company; provided that no amendment or supplement to the Proxy Statement, /Prospectus or response to SEC comments with respect thereto, the Form S-4 will be made by Parent Acquirer or the Company, as Company without the approval of the other party. To the extent applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement each of Acquirer and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other other, promptly after it receives oral or written notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating theretoorder, the suspension of the qualification of the shares of Parent Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement Statement/Prospectus or the Registration Statement Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, . All filings by Acquirer and the Company with the SEC or its staff or any state securities commissionin connection with the transactions contemplated hereby, on the other hand, with respect to including the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company Form S-4 and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement thereto, shall be subject to any the prior review of the Registration Statement or other, and all mailings to the Proxy Statement, so that any of such documents would not include a misstatement of a material fact or omit Company's stockholders in connection with the transactions contemplated by this Agreement shall be subject to state any material fact necessary to make the statements therein, in light prior review of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Dateparty. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (Acquirer and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit each use all commercially reasonable efforts to cause to be delivered to the vote other a comfort letter of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. independent auditors, dated a date within two (d2) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination business days of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record effective date of the Company Stockholders Meeting Form S-4, in form reasonably satisfactory to the other party and (ii) setting the record date, date, time customary in scope and place substance for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required such letters in connection such votewith similar registration statements.

Registration Statement and Proxy Statement. (a) As MBFI agrees to promptly prepare a registration statement on Form S-4 (the “Registration Statement”) which, subject to compliance by ▇▇▇▇ with Section 7.4(b), will comply in all material respects with applicable Securities Laws. The Registration Statement is to be filed by MBFI with the SEC in connection with the issuance of MBFI Common Stock in the Merger (including a combined proxy statement and prospectus and other proxy solicitation materials of MBFI and ▇▇▇▇ constituting a part thereof (the “Joint Proxy Statement-Prospectus”) and all related documents). ▇▇▇▇ agrees to cooperate, and to cause its Subsidiaries, its counsel and its accountants to cooperate, with MBFI, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement-Prospectus; and provided that ▇▇▇▇ and its Subsidiaries have cooperated as required above, MBFI agrees to file the Registration Statement (or the form of the Joint Proxy Statement-Prospectus) in preliminary form with the SEC as promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Registration Statement, in which the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts to have cause such filing to occur within 30 days after execution of this Agreement. Each Party agrees to use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing thereof. MBFI also agrees to use reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “Blue Sky” permits and approvals required for the issuance of MBFI Common Stock in the Merger. ▇▇▇▇ agrees to keep furnish to MBFI all information concerning ▇▇▇▇, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each Party agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement effective as long as necessary to consummate will, at the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after time the Registration Statement is declared and each amendment or supplement thereto, if any, becomes effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take contain any action untrue statement of a material fact or omit to state any material fact required to be taken under any applicable state stated therein or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock pursuant necessary to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing ofstatements therein not misleading, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a the Joint Proxy Statement-Prospectus and any amendment or supplement thereto will, at the date of mailing to the ▇▇▇▇ and MBFI shareholders, respectively, and at the time of the ▇▇▇▇ Meeting and the MBFI Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the reasons statements therein not misleading or any statement which, in the light of the Company Board for making circumstances under which such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply statement is made, will be false or misleading with respect to information any material fact, or which will omit to state any material fact necessary in such order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Joint Proxy Statement-Prospectus or any amendment or supplement required thereto. Each Party further agrees that if it shall become aware prior to the Effective Time of any information furnished by clauses (i) and (ii)). Parent it that would cause any of the statements in the Joint Proxy Statement-Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the Companystatements therein not false or misleading, as applicable, will advise to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement - Prospectus. (c) MBFI agrees to advise ▇▇▇▇, promptly after it MBFI receives oral or written notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, of the issuance of any stop order relating thereto, or the suspension of the qualification of the shares of Parent MBFI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any oral proceeding for any such purpose, or written of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Companyfor additional information. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly as reasonably practicable after the execution date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed file with the SEC a preliminary joint proxy statement in form and substance reasonably satisfactory to each of Parent and the Company and Parent shall prepare and file with the SEC a registration statement on Form S-4 (the "Registration Statement"), in which the Proxy Statement joint proxy statement will be includedincluded as part of a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares and Parent Liberty Tracking Shares issuable upon conversion of the Shares (and any securities convertible into or exchangeable for Shares) and the other transactions contemplated hereby. Each of Parent and the Company shall use its reasonable best efforts to respond to any comments of the SEC, to have the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement approved by the SEC to be mailed to its the Company's stockholders as soon as reasonably at the earliest practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record datetime. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the The Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing notify the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement promptly of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance receipt of any stop order relating thereto, comments from the suspension SEC or its staff and of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC or its staff or any other governmental officials for amendment of amendments or supplements to the Registration Statement, the Proxy Statement or the Registration Statement any other filing or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide supply the other with copies of any written communication all correspondence between it or and any of its representatives, on the one hand, and the SEC SEC, or its staff or any state securities commissionother governmental officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Restructuring, the Merger or any other filing relating thereto. The Proxy Statement, the Registration Statement and such other filings shall comply in all material respects with all 57 applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any other filing, Parent or the MergerCompany, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject The Company and Parent each shall promptly provide the other (or its counsel) copies of all filings made by it with any Governmental Body in connection with this Agreement and the transactions contemplated hereby. Each party hereto agrees to cooperate reasonably with each other party in connection with the preparation and filing of the Registration Statement, including providing information to the other provisions set forth party with respect to itself as may be reasonably required in this Section 6.01, each connection therewith. (b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger except to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger as permitted by Section 7.2(b) or 7.3(a), and the recommendation of the Board of Directors of Parent will in favor of approval of the issuance of Parent Shares in the Merger and the Parent Charter Amendment, except to the extent the Board of Directors of Parent shall have withdrawn or modified its approval or recommendation of the issuance of Parent Shares in the Merger or the Parent Charter Amendment as permitted by Section 7.3(a). The Company shall use its reasonable best efforts effort to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or cause the Proxy Statement to be mailed to its stockholders, and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to Parent shall use its reasonable best efforts to cause the Proxy Statement to be disseminated mailed to its stockholders stockholders, in each case as promptly as reasonably practicable after the Registration Statement is declared becomes effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly as reasonably practicable after the execution date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed file with the SEC a preliminary joint proxy statement in form and substance reasonably satisfactory to each of Parent and the Company and Parent shall prepare and file with the SEC a registration statement on Form S-4 (the "Registration Statement"), in which the Proxy Statement joint proxy statement will be includedincluded as part of a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares and Parent Liberty Tracking Shares issuable upon conversion of the Shares (and any securities convertible into or exchangeable for Shares) and the other transactions contemplated hereby. Each of Parent and the Company shall use its reasonable best efforts to respond to any comments of the SEC, to have the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement approved by the SEC to be mailed to its the Company's stockholders as soon as reasonably at the earliest practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record datetime. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the The Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing notify the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement promptly of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance receipt of any stop order relating thereto, comments from the suspension SEC or its staff and of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC or its staff or any other governmental officials for amendment of amendments or supplements to the Registration Statement, the Proxy Statement or the Registration Statement any other filing or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide supply the other with copies of any written communication all correspondence between it or and any of its representatives, on the one hand, and the SEC SEC, or its staff or any state securities commissionother governmental officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Restructuring, the Merger or any other filing relating thereto. The Proxy Statement, the Registration Statement and such other filings shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any other filing, Parent or the MergerCompany, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject The Company and Parent each shall promptly provide the other (or its counsel) copies of all filings made by it with any Governmental Body in connection with this Agreement and the transactions contemplated hereby. Each party hereto agrees to cooperate reasonably with each other party in connection with the preparation and filing of the Registration Statement, including providing information to the other provisions set forth party with respect to itself as may be reasonably required in this Section 6.01, each connection therewith. (b) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger except to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger as permitted by Section 7.2(b) or 7.3(a), and the recommendation of the Board of Directors of Parent will in favor of approval of the issuance of Parent Shares in the Merger and the Parent Charter Amendment, except to the extent the Board of Directors of Parent shall have withdrawn or modified its approval or recommendation of the issuance of Parent Shares in the Merger or the Parent Charter Amendment as permitted by Section 7.3(a). The Company shall use its reasonable best efforts effort to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or cause the Proxy Statement to be mailed to its stockholders, and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to Parent shall use its reasonable best efforts to cause the Proxy Statement to be disseminated mailed to its stockholders stockholders, in each case as promptly as reasonably practicable after the Registration Statement is declared becomes effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As Metrocall and Arch shall promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed file with the SEC the Joint Proxy Statement/Prospectus, and Metrocall, Arch and Parent shall prepare and file with the SEC the Registration Statement, Statement (in which the Joint Proxy Statement will Statement/Prospectus shall be includedincluded as a Prospectus) as promptly as practicable. Each of Metrocall and Arch each shall use, and shall cause Parent and the Company shall use to use, its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing (including by responding promptly to any comments made by the SEC with respect thereto), and promptly thereafter mail the Joint Proxy Statement/Prospectus to keep the stockholders of Metrocall and Arch. Metrocall and Arch each shall also use, and shall cause Parent to use, its reasonable best efforts to obtain prior to the effective date of the Registration Statement effective as long as all necessary to consummate state securities law or "blue sky" permits and approvals required in connection with the Merger and the Transactions and will pay all expenses incident thereto. Each party shall notify the other transactions contemplated hereby. The Company will cause of the receipt of the comments of the SEC and of any requests by the SEC for amendments or supplements to the Joint Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after Statement/Prospectus or the Registration Statement is declared effective under or for additional information and shall promptly supply one another with copies of all correspondence between any of them (or their representatives) and the Securities ActSEC (or its staff) with respect thereto. Each of the Companies shall provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and the Joint Proxy Statement/Prospectus prior to filing such with the SEC. If, but at any time prior to the Metrocall Stockholders Meeting or the Arch Stockholders Meeting, any event shall occur relating to or affecting Metrocall, Arch, or their respective officers or directors, which event should be described in no event earlier than an amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement, the parties shall promptly inform one another and shall cooperate in promptly preparing, filing and clearing with the SEC and, if required by applicable record datesecurities laws, mailing to the stockholders of Metrocall or Arch, as the case may be, such amendment or supplement. Arch and Metrocall shall cause Parent shall also to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable federal or state or provincial securities laws in connection with the issuance and reservation of shares of the Parent Common Stock pursuant to the Merger. Each of the Company Transactions. (b) Metrocall and Arch each shall, and shall cause Parent shall furnish each other all information reasonably requested to, upon request by the other (including party, furnish the other party with all information concerning itself itself, its Subsidiaries, directors, officers and its stockholders, stockholders and such other matters as may be reasonably necessary or holders of a beneficial interest therein) advisable in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Joint Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to/Prospectus, the Registration Statement or any other statement, filing, notice or application made by, or on behalf of, Metrocall, Arch, Parent or any of their respective Subsidiaries to any third party and/or any governmental authority in connection with the Merger and the Transactions. (c) Prior to the date of approval of the Merger by their respective stockholders, each of Arch and Metrocall shall, and shall cause Parent to, correct promptly any information provided by it to be used specifically in the Joint Proxy Statement/Prospectus and Registration Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement so as to correct the same and to cause the Joint Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of Arch and Metrocall, or response in each case to SEC comments the extent required by applicable law. (d) Metrocall and Arch each shall, with respect theretoto audited financial statements, will be made pro-forma financial statements or other financial statements or other reports provided by Parent any auditor or other expert for inclusion in any Metrocall SEC Report or Arch SEC Report, respectively, upon request by the Companyother party, use their commercially reasonable efforts to obtain without cost to such requesting party, a consent letter from such auditor or expert addressed to the requesting party to use such auditor's or expert's name and include such statements or reports in any Arch SEC Report or Metrocall SEC Report, as applicable, to be filed by the requesting party. (e) Each of the Companies will advise the other promptly after it receives notice or otherwise becomes aware thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction. (f) Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the other’s prior consent (approval of both Companies, which approval shall not be unreasonably withheld, conditioned withheld or delayed) and without providing ; provided that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party a reasonable opportunity to review and comment thereonor its business, financial condition or results of operations; provided, howeverfurther, that the Company, in connection with a Company Adverse Recommendation Change Arch or Metrocall may amend or supplement the Joint Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a change in its recommendation made in accordance with Section 5.2, and in such event, the right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions accurately described. A "Qualifying Amendment" means an amendment or supplement to the Joint Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) to effect such change (the extent it being understood that any such amendment or supplement shall solely contain contains (i) such Company Adverse Recommendation Change and a change, in accordance with Section 5.2, in the recommendation of the Board of Directors of Arch or Metrocall, as applicable, with respect to the transactions contemplated by this Agreement (as the case may be), (ii) a statement of the reasons of the Company Board of Directors of Arch or Metrocall (as the case may be) for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth change in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) its recommendation and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for iii) additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect information reasonably related to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Companyforegoing. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly soon as reasonably practicable after the execution of this Agreement, Parent Parent, Liberty and the Company shall jointly prepare and cause to be filed with cooperate in the SEC the Registration Statementpreparation of, in which the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts file confidentially with the Commission, a preliminary proxy statement in form and substance reasonably satisfactory to have each of Parent, Liberty and the Company, and following resolution of comments, if any, of the Commission on the preliminary proxy statement, Liberty and Parent shall prepare and Parent shall file with the Commission a registration statement on Form S-4 (the "Registration Statement declared effective Statement"), containing a form of prospectus that includes such proxy statement (as amended or supplemented, if applicable) registering under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of the shares of Parent Class A Liberty Group Stock issuable upon conversion of Company Common Stock pursuant to the Merger. Each of Parent, Liberty and the Company shall use commercially reasonable efforts to respond to any comments of the Commission, to have the Registration Statement declared effective as promptly as practicable after such filing and to cause the proxy statement as filed with the Commission and as thereafter amended or supplemented to be approved by the Commission and mailed to the Company's stockholders at the earliest practicable time (such proxy statement in the definitive form mailed to the Company's stockholders, as thereafter amended or supplemented, being referred to as the "Proxy Statement"). The Company and Parent shall furnish will notify each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution party promptly of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance receipt of any stop order relating thereto, comments from the suspension Commission or its staff and of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC Commission or its staff or any other government officials for amendment of amendments or supplements to the Registration Statement, the Proxy Statement or the Registration Statement any other filing or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide supply the other parties with copies of any written communication all correspondence between it or and any of its representatives, on the one hand, and the SEC Commission or its staff or any state securities commission, other governmental officials on the other hand, with respect to the Registration Statement, the Proxy Statement, the Registration Statement Merger or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult any filing with the other and respond as promptly as reasonably practicable Commission relating thereto. Whenever a party becomes aware of any event which is required to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement, the Proxy Statement or any other filing with the Proxy StatementCommission in connection with this Agreement or the transactions contemplated hereby, so that any of such documents would not include a 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 that discovers such information shall promptly notify inform the other parties hereto of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in the prompt filing with the SEC andCommission or its staff or any other governmental officials, and/or mailing to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), of such amendment or supplement which shall comply in all material respects with the provisions of the Securities Act and the Exchange Act. The Company, and notwithstanding Parent and Liberty, each shall promptly provide the other (or its counsel) copies of all filings made by such party with any Company Adverse Recommendation Change unless Governmental Entity in connection with this Agreement is terminated in accordance with Section 8.01(c)(ii), or the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Datetransactions contemplated hereby. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly soon as reasonably practicable after the execution of this Agreement, Parent Parent, Liberty and the Company shall jointly prepare and cause to be filed with cooperate in the SEC the Registration Statementpreparation of, in which the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts file confidentially with the Commission, a preliminary proxy statement (the "Preliminary Proxy Statement") in form and substance reasonably satisfactory to have each of Parent, Liberty and the Company, and following resolution of comments, if any, of the Commission on the preliminary proxy statement, Liberty and Parent shall prepare and Parent shall file with the Commission a registration statement on Form S-4 (the "S-4 Registration Statement declared effective Statement"), containing a form of prospectus that includes such proxy statement (as amended or supplemented, if applicable) registering under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of the shares of Parent Common Class A Liberty Group Stock issuable upon conversion of Company Stock pursuant to the Merger. Each of Parent, Liberty and the Company shall use its reasonable efforts to respond to any comments of the Commission, to have the S-4 Registration Statement declared effective as promptly as practicable after such filing and to cause the proxy statement as filed with the Commission and as thereafter amended or supplemented to be approved by the Commission and mailed to the Company's stockholders at the earliest practicable time (such proxy statement in the definitive form mailed to the Company's stockholders, as thereafter amended or supplemented, being referred to as the "Proxy Statement"). The Company and Parent shall furnish will notify each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution party promptly of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance receipt of any stop order relating thereto, comments from the suspension Commission or its staff and of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC Commission or its staff or any other government officials for amendment of amendments or supplements to the S-4 Registration Statement, the Proxy Statement or the Registration Statement any other filing or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide supply the other parties with copies of any written communication all correspondence between it or and any of its representatives, on the one hand, and the SEC Commission or its staff or any state securities commission, other governmental officials on the other hand, with respect to the S-4 Registration Statement, the Proxy Statement, the Registration Statement Merger or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult any filing with the other and respond as promptly as reasonably practicable Commission relating thereto. Whenever a party becomes aware of any event that is required to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that the S-4 Registration Statement or any of other filing with the Commission in connection with this Agreement or the transactions contemplated hereby, such documents would not include a 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 that discovers such information shall promptly notify inform the other parties hereto of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in the prompt filing with the SEC andCommission or its staff or any other governmental officials, and/or mailing to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), of an amendment or supplement that shall comply in all material respects with the provisions of the Securities Act and the Exchange Act. The Company, and notwithstanding Parent and Liberty, each shall promptly provide the other (or its counsel) copies of all filings made by such party with any Company Adverse Recommendation Change unless Governmental Entity in connection with this Agreement is terminated or the transactions contemplated hereby. Prior to making any application to or filing with any Governmental Entity or other Person in accordance connection with Section 8.01(c)(ii)this Agreement, each party shall provide the Company shall take all necessary actions in accordance other party with Applicable Law, drafts thereof and afford the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within other party a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) opportunity to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene comment on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Datesuch drafts. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As CyberCash and Network 1 shall cooperate and promptly as reasonably practicable after prepare and file with the SEC within 30 business days following execution of this AgreementAgreement or as soon as practicable thereafter, Parent a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act, with respect to the Merger Shares, a portion of which Registration Statement shall also serve as the proxy statement/prospectus (the “Proxy Statement/Prospectus”) with respect to CyberCash Special Meeting. The Parties shall cause the Proxy Statement/Prospectus and the Company shall jointly prepare and cause Registration Statement to be filed comply as to form in all material respects with the SEC applicable provisions of the Registration StatementSecurities Act, in which the Proxy Statement will be included. Each of Parent Exchange Act and the Company rules and regulations thereunder. CyberCash shall use all reasonable best efforts efforts, and Network 1 shall cooperate with CyberCash, to have the Registration Statement declared effective under by the Securities Act SEC as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the CompanyCyberCash shall, as applicablepromptly as practicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Registration Statement or to Network 1 and advise Network 1 of any verbal comments with respect to the Proxy Registration Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminatedreceived from the SEC. The Company agrees to CyberCash shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time obtain, prior to the Effective Time any information is discovered by Parent effective date of the Registration Statement, all necessary state securities laws or “Blue Sky” permits or approvals required to carry out the Company which should be set forth in an Merger and shall pay all expenses incident thereto. CyberCash agrees that the Proxy Statement/Prospectus and each amendment or supplement to any thereto at the time of mailing thereof and at the time of the CyberCash Special Meeting and Network 1 Special Meeting, or, in the case of the Registration Statement and each amendment or supplement thereto, at the Proxy Statementtime it is filed or becomes effective, so that any of such documents would shall not include a 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, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company foregoing shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by CyberCash in reliance upon and in conformity with written information concerning Network 1 furnished to CyberCash by Network 1 specifically for use in the Proxy Statement/Prospectus. Network 1 agrees that the written information concerning Network 1 provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of the shareholders of Network 1 and CyberCash, or, in the case of written information concerning Network 1 provided by Network 1 for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it is filed or becomes effective, shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to ensure that make the statements therein, in light of the circumstances under which they were made, not misleading. No amendment or supplement to the Proxy Statement/Prospectus shall be made by CyberCash or Network 1 without the approval of the other Party. CyberCash shall advise Network 1, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment to has been filed, the Proxy Statement required by Applicable Law is provided to issuance of any stop order, the stockholders suspension of the Company within a reasonable amount qualification of time Merger Shares for offering or sale in advance any jurisdiction, or any request by the SEC for amendment of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. CyberCash will also undertake to file a Registration Statement (including by way of a post-effective amendment to Form S-4) there are insufficient to register shares of Company CyberCash Common Stock represented (either in person or acquired by proxy) to constitute a quorum necessary to conduct the business Affiliates of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth Network 1 in the Proxy Statement) or (2) ten (10) or less Business Days prior to Merger for resale under the End DateSecurities Act. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly soon as reasonably ---------------------------------------------- practicable after following the execution of this Agreement, Parent and the Company Murdock shall jointly prepare and cause to be filed with the SEC the Registration Statement, in which the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change file wit▇ ▇▇▇ ▇EC and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with have cleared and declared effective, as soon as possible, by the SEC a Proxy Statement and Registration Statement on Form S-4 (or similar or successor form) (the "FILING") to (x) register, for purposes of issuance in the Merger, the shares of Murdock Common Stock to be ▇▇▇▇▇▇ as Merger Consideration and (y) be delivered to the stockholders of Murdock for the purpose of ▇▇▇▇▇▇g their approval for this Agreement, the Merger and such other matters as may be necessary to effectuate the other and respond as promptly as reasonably practicable to transactions contemplated hereby (collectively, the "TRANSACTIONS"). Murdock shall (1) notify ▇▇▇▇▇ of the receipt of any comments from (written or oral) of the SEC with respect to the Registration Statement Filing and of any requests by the SEC for any amendment or the Proxy Statement and to have any stop order relating supplement thereto or suspension liftedfor additional information and shall promptly provide to Polar copies of all correspondence between Murdock or any representat▇▇▇ ▇▇ Murdock and the SEC, reversed (2) ▇▇▇▇ Polar and its counsel the opportunity to review and comment (which review and comment shall be completed within three business days) upon the Filing prior to its being filed with the SEC and shall give Polar and its counsel the opportunity to review and comment (which review and comment shall be completed within three business days) upon all amendments and supplements to the Filing and all responses to requests for additional information and replies to comments prior to their being filed with, or otherwise terminated. The Company agrees to sent to, the SEC, (3) use its reasonable best efforts otherwise to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior comply with all legal requirements applicable to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any Filing. Included also as part of the Registration Statement or Transactions in the Proxy Statement, so that any of such documents would not include a 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 that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information Filing shall be promptly filed with the SEC and, to the extent required by law, disseminated proposal to the stockholders of the Company. (b) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules Murdock of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) the electio▇ ▇▇ ▇ slate of seven directors (six of whom shall be selected by Polar (three of whom shall not be employees, consultants or ten percent stockholders of Murdock or Polar) and one ▇▇ ▇▇▇▇ shall be selected by Murdock) (the "DIRECTOR SL▇▇▇"), which election shall be effective at the Effective Time, (ii) the reincorporation of Murdock in the State of D▇▇▇▇▇▇▇ under the name "Polar Holding Corporation" (or similar name), effective as of the Effective Time, and (iii) the approval of a new equity incentive plan mutually satisfactory to the parties. Polar shall cooperate in all reasonable respects with Murdock in preparing the F▇▇▇▇▇. Murdock shall indemnify an▇ ▇▇▇▇ harmless Polar and its directors, officers, employees and control persons in connection with the Filing, except to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth information contained in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person Filing was false or misleading or contained material omissions and was prepared by proxy) Polar and provided by Polar to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date Murdock specifically for which the Company Stockholders Meeting was originally scheduled (as set forth i▇▇▇▇▇▇▇n in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End DateFiling. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly Subject to Section 3.4(c), as soon as reasonably practicable after the execution of this Agreement, Parent Parent, Liberty and the Company shall jointly cooperate in the preparation of, and the Company shall file confidentially with the Commission, a preliminary proxy statement in form and substance reasonably satisfactory to each of Parent, Liberty and the Company, and, following resolution of comments, if any, of the Commission on the preliminary proxy statement, Liberty and Parent shall prepare and cause to be filed Parent shall file with the SEC Commission a registration statement on Form S-4 (the "Registration Statement"), in which containing a form of prospectus that includes such proxy statement (as amended or supplemented, if applicable) registering under the Proxy Statement will be included. Each Securities Act the issuance of the shares of Parent Common Stock and Class A Liberty Group Stock issuable upon conversion of Company Stock pursuant to the Merger. Subject to Section 3.4(c), each of Parent, Liberty and the Company shall use commercially reasonable best efforts to respond to any comments of the Commission, to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement proxy statement as filed with the Commission and as thereafter amended or supplemented to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested approved by the other (including concerning itself Commission and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and the Proxy Statement. Subject to Section 5.02, the Company Board shall make the Company Recommendation mailed to the Company’s 's stockholders and shall include at the earliest practicable time (such recommendation proxy statement in the definitive form mailed to the Company's stockholders, as thereafter amended or supplemented, being referred to as the "Proxy Statement"). No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the The Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) Liberty and without providing the Parent will notify each other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement promptly of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance receipt of any stop order relating thereto, comments from the suspension Commission or its staff and of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC Commission or its staff for amendment of amendments or supplements to the Registration Statement, the Proxy Statement or the Registration Statement any other filing or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide supply the other parties with copies of any written communication all correspondence between it or and any of its representatives, on the one hand, and the SEC Commission or its staff or any state securities commission, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Registration Statement Merger or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult any filing with the other and respond as promptly as reasonably practicable Commission relating thereto. Whenever any party hereto becomes aware of any event which is required to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Proxy Statement, the Registration Statement or any other filing with the Proxy StatementCommission in connection with this Agreement or the transactions contemplated hereby, so that any of such documents would not include a 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 that discovers such information shall promptly notify inform the other parties hereto of such occurrence and an appropriate amendment or supplement describing such information shall be promptly filed cooperate in the prompt filing with the SEC andCommission or its staff or any other governmental officials, and/or mailing to the extent required by law, disseminated to the stockholders of the Company. (b) Subject to Section 6.01(a), of such amendment or supplement which shall comply in all material respects with the provisions of the Securities Act and the Exchange Act. The Company, and notwithstanding Parent and Liberty, each shall promptly provide the other (or its counsel) copies of all filings made by such party with any Company Adverse Recommendation Change unless Governmental Entity in connection with this Agreement is terminated in accordance with Section 8.01(c)(ii)or the transactions contemplated hereby. For further clarity, the Company shall take all necessary actions parties agree that the Parent May Transactions and any transactions provided for in accordance with Applicable Lawthe Inter-Group Agreement or the Tax Sharing Agreement are not transactions contemplated by this Agreement, but the Company Charter, the Company ByPre-laws Merger Restructuring Transactions and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of Post-Merger Restructuring Transactions are transactions contemplated by this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End DateAgreement. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Parent Acquiror and the Company shall jointly prepare and cause Pubco shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) registering the Equity Securities of Pubco to be issued in the Reorganization Merger and the Acquisition Merger Consideration for offer and sale under the Securities Act. The Registration Statement shall include a proxy statement/prospectus in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be filed by the Acquiror on Schedule 14A and used for soliciting proxies from holders of Acquiror Class A Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. The Company will provide Acquiror, as promptly as reasonably practicable, with such information concerning the SEC Company as may be necessary for the information concerning the Company in the Registration Statement, in which the Proxy Statement will be included. Each and Other Filings (as defined below) to comply with all applicable provisions of Parent and the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective rules under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws Exchange Act, the Companies Act and the DGCL in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and Proxy Statement and the Proxy Statement. Subject to Section 5.02solicitation of proxies thereunder, the Company Board shall make calling and holding of the Special Meeting and the preparation and filing of the Other Filings. The information relating to the Company Recommendation to furnished by or on behalf of the Company’s stockholders and shall include Company in writing expressly for inclusion in such recommendation filings will not, (i) in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement case of the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the CompanyStatement, as applicable, will advise the other promptly after it receives oral or written notice of the time when (A) the Registration Statement has become effective or any supplement or amendment thereto has been filedEffectiveness Date, (B) the issuance date of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (C) the date and time of the Special Meeting or (D) the Reorganization Effective Time or the Acquisition Effective Time, or (ii) in the case of any Other Filing, on the date of its filing, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which they were made, not false or misleading. Without limiting the foregoing, Acquiror will use commercially reasonable efforts to ensure that (A) the Registration Statement and Proxy StatementStatement do not, so that as of (I) the Registration Statement Effectiveness Date, (II) the date of mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (III) the date and time of the Special Meeting, or (IV) the Reorganization Effective Time, the Acquisition Effective Time or the Acquisition Effective Time, and (B) any Other Filing does not, as of such documents would not include a misstatement the date of its filing, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading (provided that Acquiror will not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by the expressly for inclusion in Registration Statement and Proxy Statement). Whenever any information is discovered or event occurs which would reasonably be expected to result in the Registration Statement or Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Acquiror or the party that discovers such information shall Company, as the case may be, will promptly notify inform the other parties hereto Party of such occurrence and cooperate in Acquiror filing with the SEC or its staff or any other Governmental Authority, and/or mailing to stockholders of Acquiror, an appropriate amendment or supplement describing such information to the Registration Statement or Proxy Statement, as applicable. Each of the Parties shall be promptly use its commercially reasonable efforts to (1) cause the Registration Statement and Proxy Statement and Other Filings to, when filed with the SEC andSEC, to the extent required by lawcomply in all material respects with all legal requirements applicable thereto, disseminated to the stockholders of the Company. (b2) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, respond as soon promptly as reasonably practicable after to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement, (3) cause all comments from the SEC on the Registration Statement and Proxy Statement to be cleared as promptly as practicable and (4) keep the Registration Statement effective as long as is declared effective (but necessary to consummate the Transactions. Neither Pubco nor Acquiror shall file the Registration Statement, Proxy Statement, Other Filing or any amendment or supplement thereto or any other document proposed to be filed in no event later than forty five (45) days thereafter). Subject to Section 5.02, connection therewith with the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting SEC without the prior written consent of Parent; providedthe Company, howeversuch consent not to be unreasonably withheld, that the Company shall be entitled to postpone conditioned or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) delayed. Any filing fees relating to the extent necessary to ensure that any supplement filing of the Registration Statement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected borne by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the MergerCompany. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As Mizar and LSI shall promptly as reasonably practicable prepare after the execution of this Agreement, Parent and Mizar shall file the Company shall jointly prepare proxy statement with respect to the meeting of the stockholders of Mizar in connection with the Exchange (the "Proxy Statement") and cause a registration statement on Form S-4 (which registration statement, in the form it is declared effective by the SEC, together with any and all amendments and supplements thereto and all information incorporated by reference therein, is referred to herein as the "Registration Statement") under and pursuant to the provisions of the Securities Act for the purpose of registering Mizar Common Stock to be filed with issued in the Exchange. Mizar will use its best efforts to receive and respond to the comments of the SEC the Registration Statement, in which the Proxy Statement will be included. Each of Parent and the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable, and Mizar shall promptly mail to its stockholders the Proxy Statement in its definitive form contained in the Registration Statement. (b) Each of Mizar and LSI agrees to provide as promptly as practicable after to the other such filing information concerning its business and to keep financial statements and affairs as, in the reasonable judgment of the other party, may be required or appropriate for inclusion in the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement or in any amendments or supplements thereto, and to be mailed cause its counsel and auditors to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection cooperate with the issuance other's counsel and reservation of shares of Parent Common Stock pursuant to auditors in the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution preparation of the Registration Statement and the Proxy Statement. Subject . (c) Each of the parties shall use their best efforts to Section 5.02, ensure that at the Company Board shall make the Company Recommendation to the Company’s stockholders and shall include such recommendation in the Proxy Statement. No filing of, or amendment or supplement to, time the Registration Statement becomes effective, as such Registration Statement is then amended or supplemented, at the time the Proxy StatementStatement is mailed to Mizar's stockholders and at the Closing Date, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement the such Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other handnot, with respect to the Proxy Statementsuch party, the Registration Statement or the Merger. Subject to the other provisions set forth in this Section 6.01, each of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to contain any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any time prior to the Effective Time any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include a misstatement untrue statement of a material fact fact, or omit to state any material fact necessary required to be stated therein as necessary, in order to make the statements made by such party therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto misleading or necessary and an appropriate amendment or supplement describing such information shall be promptly filed (ii) will comply in all material respects with the SEC and, to the extent required by law, disseminated to the stockholders provisions of the Company. (b) Subject to Section 6.01(a)Securities Act and Exchange Act, and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii)as applicable, the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable after the Registration Statement is declared effective (but in no event later than forty five (45) days thereafter). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting without the prior written consent of Parentregulations thereunder; provided, however, that no representation is made by Mizar or LSI with respect to statements made in the Company shall be entitled to postpone Registration Statement and Proxy Statement based on information supplied by the other party expressly for inclusion or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) to the extent necessary to ensure that any supplement or amendment to incorporation by reference in the Proxy Statement required by Applicable Law is provided or Registration Statement or information omitted with respect to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Dateother party. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such vote.

Registration Statement and Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Parent Acquiror and the Company shall jointly prepare and cause the Company shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) registering the securities to be issued in the Merger and the shares of Company Common Stock to be issued to the Acquiror Stockholders as Closing Share Consideration for offer and sale under the Securities Act. The Registration Statement shall include a proxy statement/prospectus in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be filed by the Acquiror on Schedule 14A and used for soliciting proxies from holders of Acquiror Class A Common Stock to vote at a Special Meeting, as adjourned or postponed, in favor of the Acquiror Stockholder Matters. Acquiror will provide the Company, as promptly as reasonably practicable, with such information concerning Acquiror as may be necessary for the SEC information concerning the Company in the Registration Statement, in which the Proxy Statement will be included. Each of Parent and (including delivering customary Tax representation letters to counsel to enable counsel to deliver any Tax opinions requested or required by the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement SEC or to be mailed submitted in connection therewith) and Other Filings (as defined below) to its stockholders as soon as reasonably practicable after the Registration Statement is declared effective comply with all applicable provisions of and rules under the Securities Act, but in no event earlier than the applicable record date. Parent shall also take any action required to be taken under any applicable state or provincial securities laws Exchange Act and the DGCL in connection with the issuance and reservation of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall furnish each other all information reasonably requested by the other (including concerning itself and its stockholders, or holders of a beneficial interest therein) in connection with any such action and the preparation, filing and distribution of the Registration Statement and Proxy Statement and the Proxy Statement. Subject to Section 5.02solicitation of proxies thereunder, the Company Board shall make calling and holding of each Special Meeting and the Company Recommendation preparation and filing of the Other Filings. The information relating to the Company’s stockholders and shall include Acquiror furnished by or on behalf of Acquiror in writing expressly for inclusion in such recommendation filings will not, (i) in the Proxy Statement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement, or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change may amend or supplement case of the Registration Statement and the Proxy Statement (including by incorporation by reference) to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change and the right of consent (but not the obligation to provide an opportunity to review and comment) set forth in this Section 6.01(a) shall not apply with respect to information in such amendment or supplement required by clauses (i) and (ii)). Parent or the CompanyStatement, as applicable, will advise the other promptly after it receives oral or written notice of the time when (A) the Registration Statement has become effective or any supplement or amendment thereto has been filedEffectiveness Date, (B) the issuance date of any stop order relating thereto, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment mailing of the Proxy Statement to the holders of Acquiror Common Stock, (C) the date and time of each Special Meeting or (D) the Effective Time, or (ii) in the case of any Other Filing, on the date of its filing, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which they were made, not false or misleading. Without limiting the foregoing, the Company will use its best efforts to ensure that (1) the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationProxy Statement do not, and will promptly provide the other with copies as of any written communication between it or any of its representatives, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement, (I) the Registration Statement or Effectiveness Date, (II) the Merger. Subject to the other provisions set forth in this Section 6.01, each date of the Company and Parent will use its reasonable best efforts to promptly consult with the other and respond as promptly as reasonably practicable to any comments from the SEC with respect to the Registration Statement or the Proxy Statement and to have any stop order relating thereto or suspension lifted, reversed or otherwise terminated. The Company agrees to use its reasonable best efforts to cause mailing of the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective. If at any holders of Acquiror Common Stock, (III) the date and time prior to of each Special Meeting, or (IV) the Effective Time Time, and (2) any information is discovered by Parent or the Company which should be set forth in an amendment or supplement to any Other Filing does not, as of the Registration Statement or the Proxy Statementdate of its filing, so that contain any of such documents would not include a misstatement untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading (provided that Acquiror will not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished in writing by the expressly for inclusion in Registration Statement and Proxy Statement). Whenever any information is discovered or event occurs which would reasonably be expected to result in the Registration Statement or Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Acquiror or the party that discovers such information shall Company, as the case may be, will promptly notify inform the other parties hereto Party of such occurrence and cooperate in Acquiror filing with the SEC or its staff or any other Governmental Authority, and/or mailing to stockholders of Acquiror, an appropriate amendment or supplement describing such information to the Registration Statement or Proxy Statement, as applicable. Each of the Parties shall be promptly use its commercially reasonable efforts to (1) cause the Registration Statement and Proxy Statement and Other Filings to, when filed with the SEC andSEC, to the extent required by lawcomply in all material respects with all legal requirements applicable thereto, disseminated to the stockholders of the Company. (b2) Subject to Section 6.01(a), and notwithstanding any Company Adverse Recommendation Change unless this Agreement is terminated in accordance with Section 8.01(c)(ii), the Company shall take all necessary actions in accordance with Applicable Law, the Company Charter, the Company By-laws and the rules of the NASDAQ to, duly call, give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, respond as soon promptly as reasonably practicable after to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement, (3) cause all comments from the SEC on the Registration Statement and Proxy Statement to be cleared as promptly as practicable and (4) keep the Registration Statement effective as long as is declared effective (but in no event later than forty five (45) days thereafter)necessary to consummate the Transactions. Subject to Section 5.02, the The Company shall use its reasonable best efforts not file the Registration Statement, Proxy Statement, Other Filing or any amendment or supplement thereto or any other document proposed to obtain be filed in connection therewith with the Company Stockholder Approval, including engaging a proxy solicitation firm reasonably acceptable to Parent to assist with proxy solicitations. Notwithstanding any provision of this Agreement to the contrary, the Company may not adjourn, recess or postpone the Company Stockholders Meeting SEC without the prior written consent of Parent; providedAcquiror, howeversuch consent not to be unreasonably withheld, that the Company shall be entitled to postpone conditioned or adjourn the Company Stockholders Meeting without the prior written consent of Parent, (i) delayed. Any fees relating to the extent necessary to ensure that any supplement filing of the Registration Statement or amendment to the Proxy Statement required by Applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (ii) if (A) as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained and (B) the Company Stockholders Meeting is scheduled to reconvene on a date that is the earlier of (1) thirty (30) or less days after the date for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement) or (2) ten (10) or less Business Days prior to the End Date. (c) The Company agrees that, unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), (x) its obligations to hold the Company Stockholders Meeting pursuant to this Section 6.01 (and subject to the limited postponement or adjournment rights set forth in this Section 6.01) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Acquisition Proposal or by the making of any Company Adverse Recommendation Change by the Company Board and (y) the Company shall not submit to the vote of its stockholders any Company Acquisition Proposal other than this Agreement and the Merger. (d) The Company shall keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Subject to this Section 6.01 and unless this Agreement is terminated in accordance with its terms prior thereto (including pursuant to Section 8.01(c)(ii)), the Company shall use commercially reasonably efforts to establish the earliest reasonably practicable record date for the Company Stockholders Meeting and, in connection therewith, consult with Parent, and consider Parent’s views in good faith prior to (i) commencing a broker search for the record date of the Company Stockholders Meeting and (ii) setting the record date, date, time and place for the Company Stockholders Meeting. The only matters to be voted upon at the Company Stockholders Meeting shall be the Company Stockholder Approval and routine proposals required in connection such voteborne by Acquiror.