Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the Company shall prepare a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation of the Offer, or if requested by Parent, as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if such recommendation is not included therein, the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities laws.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereofThe Company, acting through the Company shall prepare a proxy statement relating to Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, adjourn the Special Meeting previously called special meeting of its shareholders (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy StatementShareholders Meeting”) relating to until a date not later than May 29, 2007 for the purpose of considering and voting upon the approval and adoption of this Agreement, the Merger and this Agreementsuch other matters as may be necessary to effectuate the Transactions. As promptly as practicable following The Company Board, based upon the consummation recommendation of the OfferSpecial Committee, or if requested by Parent, as promptly as practicable following shall (and in any event within ten (10i) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail recommend to the shareholders of the Company immediately following the acceptance for payment approval and purchase adoption of Shares by Purchaser pursuant to this Agreement and the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable lawMerger, the Company shall (ii) include in the Proxy Statement the such favorable recommendation of the Company Board of Directors that the shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Company Board based upon the recommendation of the Special Committee, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is necessary for the Company Board to comply with its fiduciary duties to the Company’s shareholders under applicable law. Notwithstanding anything to the contrary herein, the Parent shall have the option (in its sole discretion) to cause the Company Board to submit this Agreement to the shareholders of the Company, whether or not the Company at any time changes, withdraws or modifies such favorable recommendation. In connection with any such submission of this Agreement to the Company’s shareholders, the Company shall solicit from the shareholders of the Company proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the shareholders of the Company required by the DGCL and the Company’s Certificate of Incorporation and Bylaws to authorize and adopt this Agreement; providedAgreement and the Merger. Without limiting the generality of the foregoing, that if such recommendation is not included therein, the Parent notifies the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time Board must submit this Agreement to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such commentsshareholders for approval and adoption, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and (A) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Common Shares, as required by this Section 5.2, shall give due consideration not be affected by the withdrawal, amendment or modification of the favorable recommendation and (B) the Company agrees that its obligations pursuant to all reasonable additionsthis Section 5.2 shall not be affected by the commencement, deletions public proposal, public disclosure or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and communication to the extent Company of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing shareholders that it shall have become false or misleading in any material respect or as otherwise required by law and, no longer believes that the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction Merger is made following the mailing advisable and no longer recommends approval of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities lawsMerger.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation meeting of the Offer, or if requested by Parentits shareholders, as promptly as practicable following the Original Signing Date, but in no event later than October 31, 2011, to vote on proposals (and in any event within ten the “Shareholder Proposals”) to approve (10) business days ofi) the commencement issuance of Common Stock and conversion of the OfferNon-Voting Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules, (ii) authorizing a new class of Non-Voting Common Stock to allow for the exercise of the Warrants and (iii) an increase in the number of authorized shares of Common Stock to allow for the issuance of the Securities (such approval of the Shareholder Proposals, “Shareholder Approval”). Subject to the exercise of its fiduciary duties under North Carolina law, the Board of Directors of the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, recommend to the extent practicable, Company’s shareholders that the Proxy Statement be in a form ready to print and mail to the such shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if Shareholder Proposals. In connection with such recommendation is not included thereinmeeting, the Company Board of Directors shallshall promptly prepare and file (but in no event more than thirty (30) days after the Closing Date) with the Commission a preliminary proxy statement, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by of the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC Commission or its staff with respect to the Proxy Statement promptly after preliminary proxy statement and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders no later than September 16, 2011, and shall use its reasonable best efforts to solicit proxies for such Shareholder Approval, including, without limitation, engaging a nationally recognized proxy solicitation firm to assist in obtaining Shareholder Approval. The Company shall notify Purchaser promptly of the receipt of any comments from the Commission or its staff with respect to the proxy statement and of any request by the Commission or its staff for amendments or supplements to such comments, and any written proxy statement or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and for additional information (but the Company shall give due consideration to all reasonable additionsnot provide any Purchaser with any material, deletions or changes suggested thereto non-public information, unless requested by such Purchaser and its counselpursuant to a written agreement regarding the confidentiality and use of such information). The Company, on the one hand, and Purchaser, on the other hand, agree If at any time prior to promptly correct such shareholders’ meeting there shall occur any information provided by it for use event that is required to be set forth in the Proxy Statement if and an amendment or supplement to the extent that it shall have become false or misleading in any material respect or as otherwise required by law andproxy statement, the Company further agrees shall as promptly as practicable prepare and mail to take all steps necessary its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such shareholder meeting, the Company shall include a proposal to cause approve (and the Proxy Statement, as so corrected (if applicable), Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, held no less than once in each case as and to subsequent six-month period beginning on the extent required by applicable federal securities lawsdate of such shareholder meeting until such approval is obtained.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating to the Special Meeting meeting of its shareholders (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy StatementInitial Shareholders Meeting”) relating to the Merger and this Agreement. As promptly as practicable following the consummation of the Offer, or if requested by Parent), as promptly as practicable following the Closing, but in no event later than November 30, 2010, for holders of Common Stock, the Series B Preferred Shares and the Series C Preferred Shares to vote (and in any event within ten each voting as a separate class) on proposals (10the “Shareholder Proposals”) business days of) to approve the commencement issuance of Common Stock upon conversion of the OfferSeries B Preferred Shares and the Series C Preferred Shares for purposes of Rule 5635 of the NASDAQ Stock Market Rules (such approvals of the Shareholder Proposals, “Shareholder Approval”). The Board of Directors shall recommend to the Company’s shareholders that such shareholders approve the Shareholder Proposals (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation. In connection with the Initial Shareholders Meeting, the Company shall file promptly prepare (and the Proxy Statement Purchasers will reasonably cooperate with the SEC; provided, that Purchaser Company to prepare) and its counsel shall be given a reasonable opportunity to review file (but in no event more than thirty (30) days following the Proxy Statement before it is filed Closing Date) with the SEC and the Company shall give due consideration to all reasonable additionsCommission a preliminary proxy statement, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if such recommendation is not included therein, the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made of the Commission or its staff and to cause a definitive proxy statement related to the Initial Shareholders Meeting to be mailed to the Company’s shareholders not more than ten (10) calendar days after clearance thereof by the SEC Commission, and shall use its staff with respect reasonable best efforts to solicit proxies in favor of the Proxy StatementShareholder Approval, including, without limitation, engaging a proxy solicitation firm, as necessary, to assist in obtaining the Shareholder Approval. The Company shall provide Purchaser and its counsel with copies notify the Purchasers promptly of the receipt of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments from the SEC Commission or its staff with respect to the Proxy Statement promptly after proxy statement and of any request by the Company’s receipt Commission or its staff for amendments or supplements to such proxy statement or for additional information (but the Company shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to a written agreement regarding the confidentiality and use of such commentsinformation). If at any time prior to the Initial Shareholders Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and any written mail to its shareholders such an amendment or oral responses theretosupplement. In addition, each Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree agrees to promptly correct any information provided by it or on its behalf for use in the Proxy Statement proxy statement if and to the extent that it such information shall have knowingly become false or misleading in any material respect or as otherwise required by law andrespect, and the Company further agrees shall as promptly as practicable prepare and mail to take all steps necessary its shareholders an amendment or supplement to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any correct such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and information to the extent required by applicable federal securities lawslaws and regulations. The Company shall consult with the Purchasers prior to mailing any proxy statement, or any amendment or supplement thereto, and provide the Purchasers with reasonable opportunity to comment thereon (it being acknowledged and agreed that if a Purchaser does not object to or comment on the aforementioned documents within three (3) Business Days, then the Purchaser shall be deemed to have consented to and approved the use of such documents).

Shareholders Meeting. Subject to Section 6.6 and ARTICLE VIII, the Company shall take, in accordance with applicable Law and the Company Memorandum and Articles of Association, all actions necessary to convene an extraordinary general meeting (a) As the “Shareholders’ Meeting”), including sending notices and a statement containing relevant information to the Merger, as promptly as reasonably practicable following after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement to consider and vote upon the approval of this Agreement and the Merger; provided, however, for the avoidance of doubt, the Company may adjourn the Shareholders’ Meeting for up to thirty calendar days (and but in any event within ten no later than two Business Days prior to the Termination Date) (10i) with the written consent of Parent; (ii) if at the time the Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholders’ Meeting; or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the board of directors of the Company has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting. Provided each Consortium Member has complied with its obligations under the Voting and Subscription Agreement, Parent may request on only one occasion that the Company adjourn the Shareholders’ Meeting for up to thirty calendar days of(but in any event no later than two Business Days prior to the Termination Date), if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (x) to constitute a quorum necessary to conduct the business at the Shareholders’ meeting or (y) voting in favour of approval of this Agreement and the Transactions to obtain the Company Requisite Vote in which event the Company shall, in each case, cause the Shareholders’ Meeting to be adjourned in accordance with Parent’s request. In the event that subsequent to the date hereof, the Company shall prepare a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation board of directors of the Offer, or if requested by Parent, Company makes a Change of Company Position (as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offerdefined below), the Company shall file have the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity right not to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, submit this Agreement to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders holders of the Company immediately following Shares for approval at the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if such recommendation is not included therein, the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities lawsShareholders’ Meeting.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereofThe Company, acting through the Company shall prepare Board, shall, in accordance with applicable Law and its Certificate of Incorporation and bylaws, duly call, establish a proxy statement relating to the Special Meeting record date for, give notice of, convene and hold a special meeting of its shareholders (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy StatementShareholders Meeting”) relating to the Merger and this Agreement. As promptly as soon as practicable following the consummation clearance by the SEC of the Offer, or if requested by Parent, as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with (but in no event later than forty-five (45) Business Days after such clearance by the SEC; provided) for the purpose of considering and voting upon the approval and adoption of this Agreement, that Purchaser the Merger and its counsel such other matters as may be necessary to effectuate the Transactions. The Company Board, based upon the recommendation of the Special Committee, shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail (i) recommend to the shareholders of the Company immediately following the acceptance for payment approval and purchase adoption of Shares by Purchaser pursuant to this Agreement and the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable lawMerger, the Company shall (ii) include in the Proxy Statement the such favorable recommendation of the Company Board of Directors that the shareholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, (iii) take all lawful actions to solicit such approval from the shareholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Company Board based upon the recommendation of the Special Committee, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is necessary for the Company Board to comply with its fiduciary duties to the Company’s shareholders under applicable law. Notwithstanding anything to the contrary herein, the Parent shall have the option (in its sole discretion) to cause the Company Board to submit this Agreement to the shareholders of the Company, whether or not the Company at any time changes, withdraws or modifies such favorable recommendation. In connection with any such submission of this Agreement to the Company’s shareholders, the Company shall solicit from the shareholders of the Company proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the shareholders of the Company required by the DGCL and the Company’s Certificate of Incorporation and Bylaws to authorize and adopt this Agreement; providedAgreement and the Merger. Without limiting the generality of the foregoing, that if such recommendation is not included therein, the Parent notifies the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time Board must submit this Agreement to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such commentsshareholders for approval and adoption, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and (A) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Common Shares, as required by this Section 5.2, shall give due consideration not be affected by the withdrawal, amendment or modification of the favorable recommendation and (B) the Company agrees that its obligations pursuant to all reasonable additionsthis Section 5.2 shall not be affected by the commencement, deletions public proposal, public disclosure or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and communication to the extent Company of any Acquisition Proposal or Superior Proposal. In such event, nothing contained in this Agreement shall preclude the Company Board or the Special Committee from informing shareholders that it shall have become false or misleading in any material respect or as otherwise required by law and, no longer believes that the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction Merger is made following the mailing advisable and no longer recommends approval of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities lawsMerger.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation meeting of the Offer, or if requested by Parentits shareholders, as promptly as practicable following the date hereof, but in no event later than October 31, 2011, to vote on proposals (and in any event within ten the “Shareholder Proposals”) to approve (10) business days ofi) the commencement issuance of Common Stock and conversion of the OfferNon-Voting Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules, (ii) authorizing a new class of Non-Voting Common Stock to allow for the exercise of the Warrants and (iii) an increase in the number of authorized shares of Common Stock to allow for the issuance of the Securities (such approval of the Shareholder Proposals, “Shareholder Approval”). Subject to the exercise of its fiduciary duties under North Carolina law, the Board of Directors of the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, recommend to the extent practicable, Company’s shareholders that the Proxy Statement be in a form ready to print and mail to the such shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if Shareholder Proposals. In connection with such recommendation is not included thereinmeeting, the Company Board of Directors shallshall promptly prepare and file (but in no event more than thirty (30) days after the Closing Date) with the Commission a preliminary proxy statement, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by of the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC Commission or its staff with respect to the Proxy Statement promptly after preliminary proxy statement and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than fifteen (15) business days after clearance of the preliminary proxy statement by the Commission, and shall use its reasonable best efforts to solicit proxies for such Shareholder Approval, including, without limitation, engaging a nationally recognized proxy solicitation firm to assist in obtaining Shareholder Approval. The Company shall notify Purchaser promptly of the receipt of any comments from the Commission or its staff with respect to the proxy statement and of any request by the Commission or its staff for amendments or supplements to such comments, and any written proxy statement or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and for additional information (but the Company shall give due consideration to all reasonable additionsnot provide any Purchaser with any material, deletions or changes suggested thereto non-public information, unless requested by such Purchaser and its counselpursuant to a written agreement regarding the confidentiality and use of such information). The Company, on the one hand, and Purchaser, on the other hand, agree If at any time prior to promptly correct such shareholders’ meeting there shall occur any information provided by it for use event that is required to be set forth in the Proxy Statement if and an amendment or supplement to the extent that it shall have become false or misleading in any material respect or as otherwise required by law andproxy statement, the Company further agrees shall as promptly as practicable prepare and mail to take all steps necessary its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such shareholder meeting, the Company shall include a proposal to cause approve (and the Proxy Statement, as so corrected (if applicable), Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, held no less than once in each case as and to subsequent six-month period beginning on the extent required by applicable federal securities lawsdate of such shareholder meeting until such approval is obtained.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation meeting of the Offer, or if requested by Parentits shareholders, as promptly as practicable following the Closing, but in no event later than September 30, 2010, to vote on a proposal (and in any event within ten the “Shareholder Proposal”) to approve (10) business days ofi) the commencement conversion of the OfferPreferred Shares and the Series C Preferred Shares into Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules, (ii) an increase in the number of authorized shares of Common Stock to allow for the conversion of the Preferred Shares and Series C Preferred Shares into Common Stock, and (iii) an amendment to the Company’s bylaws increasing the range of the board of directors by at least one member (such approval of the Shareholder Proposal, “Shareholder Approval”). The Board of Directors of the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, recommend to the extent practicable, Company’s shareholders that the Proxy Statement be in a form ready to print and mail to the such shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if Shareholder Proposal. In connection with such recommendation is not included thereinmeeting, the Company Board of Directors shallshall promptly prepare and file (but in no event more than thirty (30) days after the Closing Date) with the Commission a preliminary proxy statement, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made of the Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than fifteen (15) business days after clearance thereof by the SEC Commission, and shall use its staff with respect reasonable best efforts to the Proxy Statementsolicit proxies for such Shareholder Approval, including, without limitation, engaging a nationally recognized proxy solicitation firm to assist in obtaining Shareholder Approval. The Company shall provide notify Purchaser and its counsel with copies promptly of the receipt of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments from the SEC or its staff with respect to the Proxy Statement promptly after proxy statement and of any request by the Company’s receipt of SEC or its staff for amendments or supplements to such comments, and any written proxy statement or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and for additional information (but the Company shall give due consideration to all reasonable additionsnot provide any Purchaser with any material, deletions or changes suggested thereto nonpublic information, unless requested by such Purchaser and its counselpursuant to a written agreement regarding the confidentiality and use of such information). The Company, on the one hand, and Purchaser, on the other hand, agree If at any time prior to promptly correct such shareholders’ meeting there shall occur any information provided by it for use event that is required to be set forth in the Proxy Statement if and an amendment or supplement to the extent that it shall have become false or misleading in any material respect or as otherwise required by law andproxy statement, the Company further agrees shall as promptly as practicable prepare and mail to take all steps necessary its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such shareholder meeting, the Company shall include a proposal to cause approve (and the Proxy Statement, as so corrected (if applicable), Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, held no less than once in each case as and to subsequent six-month period beginning on the extent required by applicable federal securities lawsdate of such shareholder meeting until such approval is obtained.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) Pursuant to the date hereofMerger Agreement, the Company shall prepare will, if required by applicable law in order to consummate the Merger, duly call, give notice of, convene and hold a proxy statement relating to special meeting of its shareholders (the "Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”Meeting") relating to the Merger and this Agreement. As promptly as soon as practicable following the consummation of the Offer, or if requested by Parent, as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer. Except as may otherwise be required by Offer for the fiduciary duties purpose of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of considering and taking action upon the approval of the Merger and this Agreement; provided, . The Merger Agreement provides that if such recommendation is not included therein, the Company Board of Directors shallwill, if required by applicable law in accordance order to consummate the Merger, prepare and file with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall SEC a preliminary proxy or information statement relating to the Merger and the Merger Agreement and use its reasonable best efforts (i) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as defined herein) and, after consultation with Purchaserthe Parent, to respond promptly to any comments made by the SEC and its staff with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its shareholders and (ii) to obtain the necessary approvals of the Merger and the Merger Agreement by its shareholders. If the Purchaser acquires at least two-thirds of the outstanding Shares, the Purchaser will have sufficient voting power to approve the Merger, even if no other shareholder votes in favor of the Merger. The Company shall provide Purchaser and its counsel with copies has agreed, subject to the fiduciary obligations of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time Board under applicable law as advised by independent counsel, to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use include in the Proxy Statement if the recommendation of the Company Board that shareholders of the Company vote in favor of the approval of the Merger and the adoption of the Merger Agreement. The Parent has agreed that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of the Merger Agreement. The Merger Agreement provides that in the event that the Parent, the Purchaser or any other subsidiary of the Parent acquires at least 90% of the outstanding Shares, pursuant to the extent that it shall have become false Offer or misleading in any material respect or as otherwise required by law andotherwise, the Parent, the Purchaser and the Company further agrees will, at the request of the Parent and subject to the terms of the Merger Agreement, take all steps necessary and appropriate action to cause the Proxy StatementMerger to become effective as soon as practicable after such acquisition, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing without a meeting of shareholders of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of SharesCompany, in each case as and to accordance with Section 905 of the extent required by applicable federal securities lawsNYBCL.

Shareholders Meeting. (ai) As The Company shall duly call, convene and hold the Shareholders’ Meeting as promptly as reasonably practicable following (after the Proxy Date and in any event within ten before the earlier of (10i) business fifty (50) days offollowing the Proxy Date and (ii) the date hereofexpiration of any grace period granted by the Nasdaq Listings Qualifications Panel (the “Latest Meeting Date”). The Company shall be permitted to postpone or adjourn the Shareholders’ Meeting (but not beyond the Latest Meeting Date), if such postponement is required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure (x) which the SEC or its staff (or the NASDAQ or its staff) has instructed the Company shall prepare a proxy statement relating is necessary under Law or stock exchange rules or (y) in consultation with the Buyer, as required under Law or stock exchange rules for any supplemental or amended disclosure to be disseminated and reviewed by the holders of Common Stock prior to the Special Meeting (together Shareholders’ Meeting. Buyer agrees to vote its shares in accordance with any amendments thereof or supplements thereto the recommendation of the Company’s Board of Directors. The Company shall take all necessary actions in connection with the calling and any other required proxy materialsholding of such Shareholders’ Meeting, the “Proxy Statement”) relating including with respect to the Merger preparation, filing and this Agreementmailing of proxy materials in accordance with the Exchange Act, with respect to which the Buyer shall have the rights of approval and review set forth in Sections 4(p)-(q) hereof. As promptly as practicable Provided that the shareholders approve the Reverse Split at the Shareholders’ Meeting, then immediately following the consummation of the Offer, or if requested adoption by Parent, as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable lawAmendment at the Shareholders’ Meeting (the “Reverse Split Date”), the Company shall include in issue take all corporate actions necessary to effectuate the Proxy Statement Reverse Split, including the recommendation filing of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if such recommendation is not included therein, the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts an Amendment to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt Certificate of such comments, Incorporation and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps documents necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed maintain compliance with the SEC and, if any such correction is made following the mailing listing standards of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities lawsPrincipal Market.

Shareholders Meeting. Parent, acting through the Parent Board (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereofor a committee thereof), the Company shall prepare a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation of the Offer, or if requested by Parentshall, as promptly as practicable following (and in any event within ten (10) business days of) confirmation by the commencement of SEC that the Offer, the Company shall file SEC has no further comments on the Proxy Statement with or that Parent may commence mailing the SECProxy Statement, take all action required under the applicable Law and Parent’s Organizational Documents and the applicable requirements of NASDAQ necessary to promptly and duly call, give notice of, convene and hold as promptly as practicable a meeting of its shareholders for the purpose of obtaining the Requisite Shareholder Approval (the “Shareholders Meeting”); provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions Parent may postpone or changes suggested thereto by Parent, Purchaser and their counsel with the intention, adjourn such meeting solely (a) to the extent practicablerequired by applicable Law, that (b) with the Proxy Statement written consent of Buyers (which consent shall not be in a form ready unreasonably withheld, conditioned or delayed), (c) to print and mail allow reasonable additional time to solicit additional proxies to the shareholders extent Parent reasonably believes necessary in order to obtain the Requisite Shareholder Approval or (d) in the absence of a quorum. Parent’s receipt of an Acquisition Proposal or a change of recommendation will not alter the obligation of Parent to submit the adoption of this Agreement and the approval of the Company immediately following Transactions to Parent’s shareholders at the acceptance for payment and purchase of Shares by Purchaser pursuant Shareholders Meeting, unless this Agreement has been terminated in accordance with its terms prior to the OfferShareholders Meeting. Except as may otherwise be required by Subject to Section 4.2, and notwithstanding anything herein to the fiduciary duties of the Company Board of Directors under applicable lawcontrary, the Company Parent Board shall include in recommend that Parent’s shareholders approve the Proxy Statement Transactions (the recommendation “Parent Board Recommendation”), and Parent shall, unless there has been a Change of the Company Parent Board of Directors that Recommendation, use its reasonable best efforts to solicit from its shareholders of the Company vote proxies in favor of the approval of the Merger Transactions and this Agreement; provided, that if such recommendation is not included therein, obtain the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities lawsRequisite Shareholder Approval.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation meeting of the Offer, or if requested by Parentits shareholders, as promptly as practicable following the Closing, but in no event shall the meeting be later than December 30, 2010, to vote on a proposal (and in any event within ten the “Shareholder Proposal”) to approve (10) business days ofi) the commencement conversion of the OfferPreferred Shares and the Non-Voting Preferred Shares into Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules, and (ii) authorizing a new class of Non-Voting Common Stock to allow for the exercise of the Warrants (such approval of the Shareholder Proposal, “Shareholder Approvals”). The Board of Directors of the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, recommend to the extent practicable, Company’s shareholders that the Proxy Statement be in a form ready to print and mail to the such shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if Shareholder Proposal. In connection with such recommendation is not included thereinmeeting, the Company Board of Directors shallshall promptly prepare and file (but in no event more than thirty (30) days after the Closing Date) with the Commission a preliminary proxy statement, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made of the Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than fifteen (15) business days after clearance thereof by the SEC Commission, and shall use its staff with respect reasonable best efforts to the Proxy Statementsolicit proxies for such Shareholder Approval. The Company shall provide notify each Purchaser and its counsel with copies promptly of the receipt of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments from the SEC or its staff with respect to the Proxy Statement promptly after proxy statement and of any request by the Company’s receipt of SEC or its staff for amendments or supplements to such comments, and any written proxy statement or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and for additional information (but the Company shall give due consideration to all reasonable additionsnot provide any Purchaser with any material, deletions or changes suggested thereto nonpublic information, unless requested by such Purchaser and its counselpursuant to a written agreement regarding the confidentiality and use of such information). The Company, on the one hand, and Purchaser, on the other hand, agree If at any time prior to promptly correct such shareholders’ meeting there shall occur any information provided by it for use event that is required to be set forth in the Proxy Statement if and an amendment or supplement to the extent that it shall have become false or misleading in any material respect or as otherwise required by law andproxy statement, the Company further agrees shall as promptly as practicable prepare and mail to take all steps necessary its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such shareholder meeting, the Company shall include a proposal to cause approve (and the Proxy Statement, as so corrected (if applicable), Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, held no less than once in each case as and to subsequent six-month period beginning on the extent required by applicable federal securities lawsdate of such shareholder meeting until such approval is obtained.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating to the Special Meeting meeting of its shareholders (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy StatementInitial Shareholders Meeting”) relating to the Merger and this Agreement. As promptly as practicable following the consummation of the Offer, or if requested by Parent), as promptly as practicable following the Closing, but in no event later than July 30, 2010, to vote on proposals (and in any event within ten (10the “Shareholder Proposals”) business days of) the commencement to approve an amendment of the OfferCompany’s Articles of Incorporation, as amended, to increase the number of authorized shares of Common Stock to sixty million (60,000,000) and to approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules (such approvals of the Shareholder Proposals, “Shareholder Approvals”). The Board shall unanimously recommend to the Company’s shareholders that such shareholders approve the Shareholder Proposals (the “Board Recommendation”), and shall not modify or withdraw such Board Recommendation. In connection with the Initial Shareholders Meeting, the Company shall promptly prepare and file (but in no event more than thirty (30) Business Days following the Proxy Statement Closing Date) with the SEC; providedCommission a preliminary proxy statement containing the Board Recommendation, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if such recommendation is not included therein, the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made of the Commission or its staff and to cause a definitive proxy statement related to the Initial Shareholders Meeting to be mailed to the Company’s shareholders not more than ten (10) calendar days after clearance thereof by the SEC Commission, and shall use its staff with respect reasonable best efforts to solicit proxies in favor of the Proxy StatementShareholder Approvals, including, without limitation, engaging a proxy solicitation firm, as necessary, to assist in obtaining the Shareholder Approvals. The Company shall provide notify Purchaser and its counsel with copies promptly of the receipt of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments from the SEC Commission or its staff with respect to the Proxy Statement promptly after proxy statement and of any request by the Company’s receipt Commission or its staff for amendments or supplements to such proxy statement or for additional information (but the Company shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to a written agreement regarding the confidentiality and use of such commentsinformation). If at any time prior to the Initial Shareholders Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and any written mail to its shareholders such an amendment or oral responses theretosupplement. In addition, each Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree agrees to promptly correct any information provided by it or on its behalf for use in the Proxy Statement proxy statement if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by law andrespect, and the Company further agrees shall as promptly as practicable prepare and mail to take all steps necessary its shareholders an amendment or supplement to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any correct such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and information to the extent required by applicable federal securities lawslaws and regulations. The Company shall consult with the Purchasers prior to mailing any proxy statement, or any amendment or supplement thereto, and provide the Purchasers with reasonable opportunity to comment thereon.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) Pursuant to the date hereofMerger Agreement, the Company shall prepare a proxy statement relating will, if required by applicable law or the Company's Articles of Incorporation, in order to consummate the Merger, and following (i) acceptance for payment of Shares by the Purchaser pursuant to the Special Meeting Offer or (together with ii) the expiration of the Offer without the Purchaser purchasing any amendments thereof Shares hereunder, in the case of either clause (i) or supplements thereto and any other required proxy materials(ii), without the “Proxy Statement”) relating to termination of the Merger Agreement by Parent or the Company, duly call, give notice of, convene and this Agreement. As promptly as practicable following the consummation hold a special meeting of the Offer, or if requested by Parent, its shareholders as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the OfferOffer for the purpose of considering and taking action upon the approval of the Merger and the adoption of the Merger Agreement. Except as may otherwise be The Merger Agreement provides that the Company will, if required by applicable law in order to consummate the fiduciary duties Merger, prepare and file with the Commission a preliminary proxy or information statement relating to the Merger and the Merger Agreement and use its best efforts (i) to obtain and furnish the information required to be included by the 25 28 Commission in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the Commission with respect to the preliminary proxy statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (ii) to obtain the necessary approvals of the Company Board Merger and the Merger Agreement by its shareholders. Subject to the terms of Directors under applicable lawthe Merger Agreement, the Company shall has agreed to include in the Proxy Statement the recommendation of the Company Company's Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this the adoption of the Merger Agreement; provided. The Merger Agreement provides that in the event that Parent or the Purchaser acquires at least 90% of outstanding Shares, that if such recommendation is not included thereinpursuant to the Offer or otherwise (including as a result of the exercise of the Option Agreement), Parent, the Purchaser and the Company Board will, at the request of Directors shallParent and subject to the terms of the Merger Agreement, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of shareholders of the Company, in accordance with Section 1413.1-2-1103 719 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities lawsVSCA.

Shareholders Meeting. Farnell shall cause a meeting of its shareholders (athe "FARNELL SHAREHOLDER MEETING") As promptly to be duly called and held as soon as reasonably practicable following (and for the purpose of approving the issuance of Farnell Shares in any event within ten (10) business days of) connection with the date hereofMerger, the Company shall prepare a proxy statement relating Rights Offering, the amendments to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materialsarticles of association of Farnell included in Exhibit 1.4, changing the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation name of the Offer, or if requested by Parent, as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if such recommendation is not included therein, the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement Farnell as provided in Section 1.9(b)(ii)6.13 and any other matters requiring the approval of its shareholders in connection with this Agreement, mailed the Rights Offering, the Merger and the other transactions contemplated hereby. The directors of Farnell shall, subject to holders their fiduciary duties, recommend approval of Sharessuch issuance and all such other matters. In connection with such meeting, (a) Farnell will promptly prepare and file with the LSE, and will use its best efforts to have cleared by the LSE and will thereafter mail to its shareholders an information circular for such meeting which will also serve as the solicitation document for the Rights Offering and as listing particulars for Farnell Shares (the "UK DISCLOSURE DOCUMENT") for such meeting and will otherwise comply with all legal requirements applicable to such meeting, (b) if necessary, after the UK Disclosure Document has been so posted, promptly circulate amended, supplemental or supplemented materials and, if required in each case as connection therewith, resolicit votes and (c) will use its best efforts (subject to the extent required fiduciary duties, as advised by applicable federal securities lawscounsel, of its Board of Directors) to obtain the necessary approvals by its shareholders in connection with this Agreement, the Rights Offering, the Merger and the other transactions contemplated hereby, it being understood that Farnell shall not be obligated to hold more than one meeting of shareholders. Without limiting the generality of the foregoing, Farnell agrees that its obligations pursuant to this Section 6.7 (other than pursuant to clause (c)) shall not be altered by the commencement, public disclosure or communication to Farnell of any Farnell Acquisition Proposal.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation special meeting of the Offer, or if requested by Parentits shareholders, as promptly as practicable following the Closing, but in no event later than December 31, 2016, to vote on a proposal (and in any event within ten (10the “Shareholder Proposal”) business days of) to approve the commencement issuance of the Offertotal number of Common Stock issuable upon conversion of all of the Preferred Shares, all in accordance with Rule 5635 of the NASDAQ Stock Market Rules (such approval of the Shareholder Proposal, “Shareholder Approval”). The Board of Directors of the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, unanimously recommend to the extent practicable, Company’s shareholders that the Proxy Statement be in a form ready to print and mail to the such shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval Shareholder Proposal. In addition, all of the Merger and this Agreement; provided, that if members of the Board of Directors will vote their shares in favor of the Shareholder Proposal. In connection with such recommendation is not included thereinmeeting, the Company Board of Directors shallshall promptly prepare and file (but in no event more than thirty (30) business days after the Closing Date) with the Commission a preliminary proxy statement, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made of the Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than seven (7) business days after clearance thereof by the SEC Commission, and shall use its staff with respect reasonable best efforts to the Proxy Statementsolicit proxies for such Shareholder Approval. The Company shall provide notify Purchaser and its counsel with copies promptly of the receipt of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments from the SEC or its staff with respect to the Proxy Statement promptly after proxy statement and of any request by the Company’s receipt of SEC or its staff for amendments or supplements to such comments, and any written proxy statement or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and for additional information (but the Company shall give due consideration to all reasonable additionsnot provide any Purchaser with any material, deletions or changes suggested thereto nonpublic information, unless requested by such Purchaser and its counselpursuant to a written agreement regarding the confidentiality and use of such information). The Company, on the one hand, and Purchaser, on the other hand, agree If at any time prior to promptly correct such shareholders’ meeting there shall occur any information provided by it for use event that is required to be set forth in the Proxy Statement if and an amendment or supplement to the extent that it shall have become false or misleading in any material respect or as otherwise required by law andproxy statement, the Company further agrees shall as promptly as practicable prepare and mail to take all steps necessary its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such special shareholders meeting, the Company shall include a proposal to cause approve (and the Proxy Statement, as so corrected (if applicable), Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, held no less than once in each case as and to subsequent three-month period beginning on the extent required by applicable federal securities lawsdate of such special shareholders meeting until such approval is obtained.

Shareholders Meeting. (a) As The Company shall, as promptly as reasonably practicable following (and in any event within ten (10) business days of) after the date hereof, the Company shall prepare duly set a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto record date for, call, give notice of, convene and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation hold a special meeting of the Offer, or if requested by Parent, as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately (the “Shareholders’ Meeting”) for the purpose of obtaining the Shareholder Approval as promptly as reasonably practicable following the acceptance for payment and purchase of Shares by Purchaser pursuant to date upon which the Offer. Except as may otherwise be required Proxy Statement is cleared by the fiduciary duties of SEC (with the record date and meeting date to be set by the Company Board after consultation with Parent). Subject to the terms of Directors under applicable lawthis Agreement, the Company Board shall include in recommend that the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; provided, that if such recommendation is not included therein. The Company shall comply with the MBCA, the Company Board Articles of Directors shallIncorporation, the Company Bylaws, the Exchange Act and the rules and regulations of Nasdaq in connection with the Shareholders’ Meeting, including preparing and delivering the Proxy Statement to the Company’s shareholders as required pursuant to the Exchange Act and Section 6.01(b) below. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to solicit from its shareholders proxies in favor of approval of the Merger and the adoption of this Agreement in compliance in all material respects with all applicable Laws and all rules of Nasdaq, and secure any other approval of shareholders of the Company that is required by applicable Law to effect the Merger. The Company shall (i) not change the date of (or the record date for), postpone or adjourn the Shareholders’ Meeting without the consent of Parent and (ii) postpone or adjourn the Shareholders’ Meeting if so requested by Parent by prior written notice to the Company. Unless this Agreement is validly terminated in accordance with Section 14-2-1103 of 8.01, the GBCC, make no recommendationCompany shall submit this Agreement to its shareholders at the Shareholders’ Meeting even if the Company Board shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall use its shall, upon the reasonable best efforts request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to obtain and furnish the information required date of the Shareholders’ Meeting as to be included the aggregate tally of proxies received by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff Company with respect to the Proxy StatementShareholder Approval. The Company Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, be the only matter (other than procedural matters) that the Company or its counsel may receive from time shall propose to time from be acted on by the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt shareholders of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on at the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities lawsShareholders’ Meeting.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation special meeting of the Offer, or if requested by Parentits shareholders, as promptly as practicable following the Closing, but in no event later than March 31, 2010, to vote on a proposal (and in any event within ten (10the “Shareholder Proposal”) business days of) to approve the commencement conversion of the OfferPreferred Shares into Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules (such approval of the Shareholder Proposal, “Shareholder Approval”). The Board of Directors of the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, recommend to the extent practicable, Company’s shareholders that the Proxy Statement be in a form ready to print and mail to the such shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if Shareholder Proposal. In connection with such recommendation is not included thereinmeeting, the Company Board of Directors shallshall promptly prepare and file (but in no event more than fifteen (15) business days after the Closing Date) with the Commission a preliminary proxy statement, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made of the Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than seven (7) business days after clearance thereof by the SEC Commission, and shall use its staff with respect reasonable best efforts to the Proxy Statementsolicit proxies for such Shareholder Approval, including, without limitation, engaging a nationally recognized proxy solicitation firm to assist in obtaining Shareholder Approval. The Company shall provide notify Purchaser and its counsel with copies promptly of the receipt of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments from the SEC or its staff with respect to the Proxy Statement promptly after proxy statement and of any request by the Company’s receipt of SEC or its staff for amendments or supplements to such comments, and any written proxy statement or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and for additional information (but the Company shall give due consideration to all reasonable additionsnot provide any Purchaser with any material, deletions or changes suggested thereto nonpublic information, unless requested by such Purchaser and its counselpursuant to a written agreement regarding the confidentiality and use of such information). The Company, on the one hand, and Purchaser, on the other hand, agree If at any time prior to promptly correct such shareholders’ meeting there shall occur any information provided by it for use event that is required to be set forth in the Proxy Statement if and an amendment or supplement to the extent that it shall have become false or misleading in any material respect or as otherwise required by law andproxy statement, the Company further agrees shall as promptly as practicable prepare and mail to take all steps necessary its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such special shareholders meeting, the Company shall include a proposal to cause approve (and the Proxy Statement, as so corrected (if applicable), Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, held no less than once in each case as and to subsequent six-month period beginning on the extent required by applicable federal securities lawsdate of such special shareholders meeting until such approval is obtained.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation special meeting of the Offer, or if requested by Parentits shareholders, as promptly as practicable following the Closing, but in no event later than May 31, 2013, to vote on a proposal (and in any event within ten (10the “Shareholder Proposal”) business days of) to approve the commencement conversion of the OfferPreferred Shares into Common Stock for purposes of Rule 5635 of the NASDAQ Stock Market Rules (such approval of the Shareholder Proposal, “Shareholder Approval”). The Board of Directors of the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, unanimously recommend to the extent practicable, Company’s shareholders that the Proxy Statement be in a form ready to print and mail to the such shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval Shareholder Proposal. In addition, all of the Merger and this Agreement; providedmembers of the Board of Directors, that if plus one Director Emeritus, have agreed to vote their shares in favor of the Shareholder Proposal. In connection with such recommendation is not included thereinmeeting, the Company Board of Directors shallshall promptly prepare and file (but in no event more than thirty (30) business days after the Closing Date) with the Commission a preliminary proxy statement, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made of the Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders not more than seven (7) business days after clearance thereof by the SEC Commission, and shall use its staff with respect reasonable best efforts to the Proxy Statementsolicit proxies for such Shareholder Approval. The Company shall provide notify Purchaser and its counsel with copies promptly of the receipt of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments from the SEC or its staff with respect to the Proxy Statement promptly after proxy statement and of any request by the Company’s receipt of SEC or its staff for amendments or supplements to such comments, and any written proxy statement or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and for additional information (but the Company shall give due consideration to all reasonable additionsnot provide any Purchaser with any material, deletions or changes suggested thereto nonpublic information, unless requested by such Purchaser and its counselpursuant to a written agreement regarding the confidentiality and use of such information). The Company, on the one hand, and Purchaser, on the other hand, agree If at any time prior to promptly correct such shareholders’ meeting there shall occur any information provided by it for use event that is required to be set forth in the Proxy Statement if and an amendment or supplement to the extent that it shall have become false or misleading in any material respect or as otherwise required by law andproxy statement, the Company further agrees shall as promptly as practicable prepare and mail to take all steps necessary its shareholders such an amendment or supplement. In the event that Shareholder Approval is not obtained at such special shareholders meeting, the Company shall include a proposal to cause approve (and the Proxy Statement, as so corrected (if applicable), Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, held no less than once in each case as and to subsequent three-month period beginning on the extent required by applicable federal securities lawsdate of such special shareholders meeting until such approval is obtained.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereofSubject to fiduciary obligations under applicable Law, the Company shall prepare will take, in accordance with applicable Law and its articles of incorporation and bylaws, all reasonable action necessary to convene a proxy statement relating to the Special Meeting meeting of holders of Shares (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy StatementShareholders Meeting”) relating to the Merger and this Agreement. As promptly as practicable following the consummation of the Offer, or if requested by Parent, as promptly as practicable following (and in any event within ten (10) business days of) after the commencement of date on which the Offer, SEC staff advises that it has no further comments thereon or that the Company shall file may commence mailing the Proxy Statement with to consider and vote upon the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders adoption of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if such recommendation is not included thereinhowever, for the avoidance of doubt, the Company may postpone or adjourn the Shareholders Meeting, but no longer than reasonably necessary, (a) with the consent of Parent; (b) for the absence of a quorum; (c) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain or any committee thereof has determined in good faith after consultation with outside counsel is necessary under applicable Law and furnish the information required for such supplemental or amended disclosure to be included disseminated and reviewed by the SEC Company’s shareholders prior to the Shareholders Meeting; (d) if required by Law or any court of competent jurisdiction; or (e) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.2(c)(ii) that it intends to make a Change of Recommendation in connection with a Superior Proposal or take action pursuant to Section 8.3(a) with respect to a Superior Proposal, until a date that is three Business Days after the deadline contemplated by Section 6.2(c)(ii) with respect to such notice or subsequent notice(s) if the Acquisition Proposal is modified during such notice period. Subject to Section 6.2, the Board of Directors of the Company and any committee thereof shall recommend such adoption, shall include the Company Recommendation in the Proxy Statement andand shall take all reasonable lawful action to solicit such adoption of this Agreement. Notwithstanding any Change of Recommendation, after consultation with Purchaserunless this Agreement is terminated pursuant to, respond promptly to any comments made by the SEC and its staff with respect in accordance with, Article VIII, this Agreement shall be submitted to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to Shares at the extent required by applicable federal securities lawsShareholders Meeting for the purpose of adopting this Agreement.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) If a vote of the date hereofCompany's shareholders is required by law, the Company shall prepare a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation of the Offer, or if requested by Parentwill, as promptly as practicable following (and in any event within ten (10) business days of) the commencement acceptance for payment of shares of Company Common Stock by Acquisition pursuant to the Offer, the Company shall file the Proxy Statement take, in accordance with the SEC; provided, that Purchaser applicable law and its counsel shall be given articles of incorporation and by-laws, all action necessary to convene a reasonable opportunity meeting of holders of shares of Company Common Stock (the "Shareholders Meeting") to review consider and vote upon the Proxy Statement before it is filed with the SEC and the approval of this Agreement. The Company shall give due consideration to all reasonable additionsshall, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately promptly following the acceptance for payment and purchase of Shares shares of Company Common Stock by Purchaser Parent pursuant to the Offer. Except as may otherwise be required by , prepare and file with the fiduciary duties SEC a proxy statement for the solicitation of a vote of holders of shares of Company Common Stock approving the Company Board of Directors under applicable lawMerger (the "Proxy Statement"), the Company which shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Merger and this Agreement; provided, Financial Advisor that if such recommendation is not included therein, the cash consideration to be received by the shareholders of the Company Board pursuant to the Merger is fair to such shareholders from a financial point of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendationview. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the shareholders of the Company. The Company shall also use its reasonable best efforts to obtain all necessary state securities law or "blue sky" permits and furnish approvals required in connection with the information required Merger and to be included consummate the other transactions contemplated by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC this Agreement and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses will pay all expenses incident thereto. Purchaser and its counsel Notwithstanding the foregoing, if Parent, Acquisition and/or any other subsidiary of Parent shall be given a reasonable opportunity to review any such written responses and acquire at least 90% of the outstanding shares of Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law andCommon Stock, the Company further agrees to parties shall take all steps necessary and appropriate action to cause the Proxy Statement, Merger to become effective as so corrected (if applicable), to be filed with soon as practicable after the SEC and, if any such correction is made following the mailing expiration of the Proxy Statement as provided Offer without a Shareholders Meeting in accordance with Section 1.9(b)(ii), mailed to holders 1110 of Shares, in each case as and to the extent required by applicable federal securities lawsCGCL.

Shareholders Meeting. (a) As promptly as practicable following (The Management and in any event within ten (10) business days of) the date hereof, the Company shall prepare a proxy statement relating to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation Supervisory Boards of the Offer, or if requested by ParentRoyal Numico will, as promptly as practicable following the date hereof, (a) duly call, give notice of, and convene one or more meetings of its shareholders for the purpose of approving the terms of this Agreement and the transactions contemplated hereby (individually and collectively, the "Shareholders Meeting") which Shareholder Meeting shall be held no later than twenty-five (25) days after the date hereof (the "Shareholder Determination Date"), and (b) (i) include in any event within ten (10) business days of) its explanatory notes to the commencement agenda of the Offer, Shareholders Meeting the Company shall file unanimous recommendation of the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC Management Board and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, Supervisory Board that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company Royal Numico vote in favor of the approval of the Merger terms of this Agreement and this Agreement; provided, that if such recommendation is not included therein, the Company transactions contemplated hereby and (ii) each of the Management Board and Supervisory Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company Royal Numico shall use its reasonable best efforts to obtain the necessary approval of the terms of this Agreement and furnish the information required transactions contemplated hereby by its shareholders. Neither the Management Board or the Supervisory Board shall withdraw, amend or modify in a manner adverse to be included by Purchaser its recommendation referred to in clause (b)(i) of the SEC preceding sentence (or announce publicly or communicate in any manner to its shareholders its intention to do so). Notwithstanding any provision in this Agreement to the Proxy Statement andcontrary, after consultation with Purchaser, respond promptly to any comments made by the SEC Royal Numico and its staff with respect to the Proxy Statement. The Company shall provide Purchaser Management Board and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it Supervisory Board shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees right to take all steps necessary to cause (A) publicly disclose the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing existence and terms of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and a Superior Proposal to the extent required by applicable federal securities laws.law or corporate governance principles, and (B) inform Royal Numico's shareholders of a Superior Proposal at or prior to the Stockholder's Meeting if the failure to take such action would, in the good faith judgment of the Management Board or the Supervisory Board of Royal Numico, taking into consideration the advice of corporate counsel of Royal Numico, violate the fiduciary duties of the Management Board or the Supervisory Board of Royal Numico to Royal Numico's shareholders under applicable law. If the Requisite Shareholder Approval is not obtained by the Shareholder

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating special meeting of its shareholders, to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As be held as promptly as practicable following the consummation Closing, but in no event later than 75 days after the Closing, to vote on proposals (the “Shareholder Proposals”) to (i) approve the issuance of the Offer, or if requested by Parent, as promptly as practicable following (and in any event within ten (10) business days of) the commencement Underlying Shares upon conversion of the OfferPreferred Shares into Common Stock, the issuance of the Common Stock and Non-Voting Common Stock upon the exchange of the Series T Preferred Stock and Series T-ACB Preferred Stock in the TARP Exchange and the issuance of the Common Stock upon conversion of the Non-Voting Common Stock issued in the TARP Exchange for purposes of NASDAQ Listing Rule 5635, (ii) amend the Articles of Incorporation to authorize the class of Non-Voting Common Stock in accordance with the Common Stock Articles of Amendment, and (iii) if necessary, amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares, the TARP Exchange, and the full conversion of the Non-Voting Common Stock (such approval of the Shareholder Proposals, “Shareholder Approvals”). The Board of Directors of the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, recommend to the extent practicable, Company’s shareholders that the Proxy Statement be in a form ready to print and mail to the such shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if Shareholder Proposals. In connection with such recommendation is not included thereinmeeting, the Company Board of Directors shallshall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain respond to any comments of the Commission or its staff and furnish to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the information Company’s shareholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Shareholder Approvals. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be included by the SEC set forth in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect an amendment or supplement to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written commentsproxy statement, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration as promptly as practicable prepare and mail to all reasonable additions, deletions its shareholders such an amendment or changes suggested thereto by Purchaser and its counselsupplement. The Company, on In the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent event that it shall have become false or misleading in any material respect or as otherwise required by law andShareholder Approvals are not obtained at such special shareholders’ meeting, the Company further agrees shall include a proposal to take all steps necessary to cause approve (and the Proxy Statement, as so corrected (if applicable), Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, held no less than once in each case as and to subsequent six-month period beginning on the extent required by applicable federal securities lawsdate of such special shareholders’ meeting until such approval is obtained.

Shareholders Meeting. The Company will take, in accordance with applicable Law, the rules and policies of NASDAQ and its articles of incorporation and by-laws , all reasonable action necessary to convene and hold a meeting of holders of Class A Shares and Class B Shares (the “Shareholders Meeting”, provided, that the Shareholders Meeting may consist of separate meetings of the holders of Class A Shares and the holders of Class B Shares held on the same date) as promptly as practicable after the execution of this Agreement to consider and vote upon the approval of this Agreement. Unless the Company Board has made a Change of Recommendation as specifically permitted by Section 6.2(e) hereof, the Company Board shall recommend and continue to recommend such approval and shall take all lawful action to solicit from its shareholders proxies and votes in favor of approval of this Agreement, and use commercially reasonable efforts to take all other actions necessary or advisable to secure the Requisite Company Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company may postpone or adjourn the Shareholders Meeting solely (a) As promptly as with the written consent of Parent, (b) in the absence of a quorum, (c) to allow the minimum amount of additional time reasonably practicable following for the filing or mailing of any supplement or amendment to the Proxy Statement that the Company Board has determined in good faith (after consultation with outside counsel) is necessary under applicable Law and in any event within for such supplement or amendment to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders Meeting, (d) for a single period not to exceed ten (10) business days ofdays, to solicit additional proxies for the adoption of this Agreement if necessary to obtain the Requisite Company Vote or (e) the date hereofwithout limiting clause (c), for a single period not to exceed five (5) business days, if the Company has provided notice to Parent and Merger Sub that it intends to take action pursuant to Section 8.3(a). The Company shall prepare a proxy statement relating promptly advise Parent, at such times as Parent may reasonably request as to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As promptly as practicable following the consummation aggregate tally of the Offer, or if requested proxies received by Parent, as promptly as practicable following (and in any event within ten (10) business days of) the commencement of the Offer, the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, to the extent practicable, that the Proxy Statement be in a form ready to print and mail to the shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor respect of the approval of the Merger and this Agreement; provided, that if such recommendation is not included therein, the Company Board of Directors shall, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Purchaser and its counsel. The Company, on the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by law and, the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, in each case as and to the extent required by applicable federal securities laws.

Shareholders Meeting. (a) As promptly as practicable following (and in any event within ten (10) business days of) the date hereof, the The Company shall prepare call a proxy statement relating special meeting of its shareholders, to the Special Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) relating to the Merger and this Agreement. As be held as promptly as practicable following the consummation date of this Agreement, but in no event later than 75 days after the date of this Agreement, to vote on proposals (the “Shareholder Proposals”) to (i) approve the issuance of the Offer, or if requested by Parent, as promptly as practicable following Common Shares (voting and in any event within ten (10non-voting) business days of) the commencement upon exchange of the OfferPreferred Shares, the issuance of the Voting Common Stock upon conversion of the Series A Preferred Stock issued in the PIPE Offering, and the issuance of Voting Common Stock upon conversion of the Non-Voting Common Stock for purposes of NASDAQ Listing Rule 5635; (ii) approve the Articles of Amendment in the form attached hereto as Exhibit H; and (iii) if necessary, amend the Articles of Incorporation to increase the number of authorized shares of Common Stock (voting and non-voting) to at least such number as shall be sufficient to permit the exchange of the Preferred Shares for the Common Shares, the full conversion of the Series A Preferred Stock and the full conversion of the Non-Voting Common Stock (such approval of the Shareholder Proposals, “Shareholder Approvals”). The Board of Directors of the Company shall file the Proxy Statement with the SEC; provided, that Purchaser and its counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel with the intention, recommend to the extent practicable, Company’s shareholders that the Proxy Statement be in a form ready to print and mail to the such shareholders of the Company immediately following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. Except as may otherwise be required by the fiduciary duties of the Company Board of Directors under applicable law, the Company shall include in the Proxy Statement the recommendation of the Company Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; provided, that if Shareholder Proposals. In connection with such recommendation is not included thereinmeeting, the Company Board of Directors shallshall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, in accordance with Section 14-2-1103 of the GBCC, make no recommendation. The Company shall use its reasonable best efforts to obtain respond to any comments of the Commission or its staff and furnish to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the information Company’s shareholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Shareholder Approvals. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be included by the SEC set forth in the Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC and its staff with respect an amendment or supplement to the Proxy Statement. The Company shall provide Purchaser and its counsel with copies of any written commentsproxy statement, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration as promptly as practicable prepare and mail to all reasonable additions, deletions its shareholders such an amendment or changes suggested thereto by Purchaser and its counselsupplement. The Company, on In the one hand, and Purchaser, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent event that it shall have become false or misleading in any material respect or as otherwise required by law andShareholder Approvals are not obtained at such special shareholders’ meeting, the Company further agrees shall include a proposal to take all steps necessary to cause approve (and the Proxy Statement, as so corrected (if applicable), Board of Directors shall recommend approval of) such proposal at a meeting of its shareholders to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 1.9(b)(ii), mailed to holders of Shares, held no less than once in each case as and to subsequent six-month period beginning on the extent required by applicable federal securities lawsdate of such special shareholders’ meeting until such approval is obtained.