Common use of Stockholder Approvals; Boards of Directors' Recommendations Clause in Contracts

Stockholder Approvals; Boards of Directors' Recommendations. Meetings of the stockholders of 24x7 and DGBI shall be held in accordance with the General Corporation Law of the States of Delaware and the corporation laws of the State of Nevada, respectively, as promptly as possible, after at least 20 days' prior written notice thereof to the stockholders of the respective Constituent Corporations, in each case, among other things, to consider and vote upon the adoption and approval of this Agreement, the Merger and the other transactions, if any, contemplated hereby. In the event that either party hereto is able to obtain the written consent of the owners of a majority of its outstanding shares of capital stock in favor of the Merger, then no notice of a stockholders' meeting need be given to such party's stockholders and no proxies need to be solicited from such stockholders to accomplish the Merger. Subject to its fiduciary duty to its stockholders, the Board of Directors of DGBI shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved. Subject to its fiduciary duties to its stockholders, the Board of Directors of 24x7 shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved.

Stockholder Approvals; Boards of Directors' Recommendations. Meetings of the stockholders of 24x7 Verdisys and DGBI RDGI shall be held in accordance with the General Corporation Law of the States of Delaware and the corporation laws of the State of NevadaCalifornia, in accordance with any and all applicable federal laws or regulations or SEC provisions, respectively, as promptly as possible, after at least 20 days' ’ prior written notice thereof to the stockholders of the respective Constituent Corporations, in each case, among other things, to consider and vote upon the adoption and approval of this Agreement, the Merger and the other transactions, if any, contemplated hereby. In the event that either party hereto is able to obtain the written consent of the owners of a majority of its outstanding shares of capital stock in favor of the Merger, then no notice of a stockholders' meeting need be given to such party's stockholders and no proxies need to be solicited from such stockholders to accomplish the Merger. Subject to its fiduciary duty to its stockholders, the Board of Directors of DGBI RDGI shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved. Subject to its fiduciary duties to its stockholders, the Board of Directors of 24x7 Verdisys shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved.. RDGI Initial_____ Verdisys Initial______

Stockholder Approvals; Boards of Directors' Recommendations. Meetings of the stockholders of 24x7 Verdisys and DGBI RDGI shall be held in accordance with the General Corporation Law of the States of Delaware and the corporation laws of the State of NevadaCalifornia, in accordance with any and all applicable federal laws or regulations or SEC provisions, respectively, as promptly as possible, after at least 20 days' prior written notice thereof to the stockholders of the respective Constituent Corporations, in each case, among other things, to consider and vote upon the adoption and approval of this Agreement, the Merger and the other transactions, if any, contemplated hereby. In the event that either party hereto is able to obtain the written consent of the owners of a majority of its outstanding shares of capital stock in favor of the Merger, then no notice of a stockholders' meeting need be given to such party's stockholders and no proxies need to be solicited from such stockholders to accomplish the Merger. Subject to its fiduciary duty to its stockholders, the Board of Directors of DGBI RDGI shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved. Subject to its fiduciary duties to its stockholders, the Board of Directors of 24x7 Verdisys shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved.

Stockholder Approvals; Boards of Directors' Recommendations. Meetings of the stockholders of 24x7 SuperYachts Holdings Inc. and DGBI Mentor On Call Inc shall be held in accordance with the General Corporation Law of the States of Delaware and the corporation laws of the State of Nevada, in accordance with any and all applicable federal laws or regulations or SEC provisions, respectively, as promptly as possible, after at least 20 days' ’ prior written notice thereof to the stockholders of the respective Constituent Corporations, in each case, among other things, to consider and vote upon the adoption and approval of this Agreement, the Merger and the other transactions, if any, contemplated hereby. In the event that either party hereto is able to obtain the written consent of the owners of a majority of its outstanding shares of capital stock in favor of the Merger, then no notice of a stockholders' meeting need be given to such party's stockholders and no proxies need to be solicited from such stockholders to accomplish the Merger. Subject to its fiduciary duty to its stockholders, the Board of Directors of DGBI Mentor On Call Inc shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved. Subject to its fiduciary duties to its stockholders, the Board of Directors of 24x7 SuperYachts Holdings Inc. shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved.

Stockholder Approvals; Boards of Directors' Recommendations. Meetings of the stockholders of 24x7 Tenthgate and DGBI Xxxxxxx shall be held in accordance with the General Corporation Law of the States of Delaware their articles and the corporation bylaws and general corporate law, in accordance with any and all applicable federal laws of the State of Nevadaor regulations or SEC provisions, respectively, as promptly as possible, after at least 20 days' ’ prior written notice thereof to the stockholders of the respective Constituent Corporations, in each case, among other things, to consider and vote upon the adoption and approval of this Agreement, the Merger and the other transactions, if any, contemplated hereby. In the event that either party hereto is able to obtain the written consent of the owners of a majority of its outstanding shares of capital stock in favor of the Merger, then no notice of a stockholders' ’ meeting need be given to such party's ’s stockholders and no proxies need to be solicited from such stockholders to accomplish the Merger. Subject to its fiduciary duty to its stockholders, the Board of Directors of DGBI Xxxxxxx shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved. Subject to its fiduciary duties to its stockholders, the Board of Directors of 24x7 Tenthgate shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved.

Stockholder Approvals; Boards of Directors' Recommendations. Meetings of the stockholders of 24x7 TECHNO and DGBI TCPI shall be held in accordance with the General Corporation Law their articles and bylaws and general corporate law, in accordance with any and all applicable federal and state laws and regulations, including those of the States of Delaware Securities and the corporation laws of the State of NevadaExchange Commission (“SEC”), respectively, as promptly as possible, after at least 20 days' prior written notice thereof to the stockholders of the respective Constituent CorporationsCorporations as required by law, in each case, among other things, to consider and vote upon the adoption and approval of this Agreement, the Merger and the other transactions, if any, contemplated hereby. In the event that either party hereto is able to obtain the written consent of the owners of a majority of its outstanding shares of capital stock in favor of the MergerMerger in compliance with relevant state law, then no notice of a stockholders' meeting need be given to such party's stockholders and no proxies need to be solicited from such stockholders to accomplish the Merger. Subject to its fiduciary duty to its stockholders, the Board of Directors of DGBI TCPI shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved. Subject to its fiduciary duties to its stockholders, the Board of Directors of 24x7 TECHNO shall recommend to its stockholders that this Agreement, the Merger and the other transactions contemplated hereby, if any, be adopted and approved.