Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. (a) As promptly as reasonably practicable after the effectiveness of the Registration Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Meeting”) to consider and vote (i) to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments.

Stockholders Meeting. (a) As The Company shall (i) as soon as reasonably practicable following the date on which the SEC confirms that it will not review or that it has no further comments on the Proxy Statement, take all reasonably necessary action to duly set a record date for a meeting of its stockholders for the purpose of approving and adopting this Agreement (the “Stockholders’ Meeting”), file the Proxy Statement in definitive form with the SEC and mail the Proxy Statement to its stockholders entitled to notice of the Stockholders’ Meeting, duly call and give notice of the Stockholders Meeting and, as promptly as reasonably practicable after the effectiveness record date (subject to the penultimate sentence of the Registration Statementthis paragraph), Parent shall take all action necessary under applicable Law to call, give notice of duly convene and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Stockholders Meeting”) to consider and vote (i) to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) subject to Section 5.4, include in the Proxy Statement the Company Board Recommendation and (iii) collectivelyuse its reasonable best efforts to solicit proxies to obtain the Company Stockholder Approval; provided, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Company may fail to use such efforts if there has been an Adverse Company Board Recommendation Change. For the purposes of clarity, in no event shall the Company be required to hold the Stockholders’ Meeting or prepare, file and distribute the Proxy Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Lawan Adverse Company Board Recommendation Change. Notwithstanding anything to the contrary contained hereinin this Agreement, if on the date Company will not be required to convene and hold the Stockholders’ Meeting at any time prior to the later of (x) the twentieth (20th) Business Day following the mailing of the Parent Stockholder Meeting, or a date preceding Proxy Statement to its stockholders and (y) the date first (1st) Business Day following the day on which the Parent Stockholder No-Shop Period Start Date occurs. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Stockholders’ Meeting is scheduled, Parent reasonably believes that if (i1) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be there are holders of an insufficient number of Shares present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) proxy at the Stockholders’ Meeting to constitute a quorum necessary at the Stockholders’ Meeting; (2) the Company is required to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjournadjourn the Stockholders’ Meeting by applicable Law, Order or make one a request from the SEC; or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than (3) there has been an aggregate of thirty (30) calendar days in connection with any postponements or adjournmentsAdverse Company Board Recommendation Change.

Stockholders Meeting. (a) As promptly as reasonably practicable after the effectiveness of the Registration Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Meeting”) to consider and vote (i) to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); ) and (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 2023 Incentive Plan”), which 2024 2023 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (viv) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments.

Stockholders Meeting. (a) As Parent shall, as promptly as reasonably practicable after following the effectiveness date of the Registration Statementthis Agreement, Parent shall take all action necessary under applicable Law to establish a record date for, duly call, give notice of of, convene and hold a meeting the Stockholders’ Meeting. Unless the Board of the holders Directors of Parent Common Stock (has made a Permitted Change of Recommendation, Parent shall, through its Board of Directors, recommend to its stockholders the “Parent Stockholder Meeting”) to consider and vote (i) to approve approval of this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent Agreement (the “2024 Incentive PlanParent Recommendation”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject take all other action necessary or advisable to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with secure the Parent Stockholder Meeting are solicited in compliance with all applicable LawApproval. Notwithstanding anything to the contrary contained hereinin this Agreement, if the obligation of Parent to call, give notice of, convene and hold the Stockholders’ Meeting and to hold a vote of Parent’s stockholders on the date approval of this Agreement and the Parent Stockholder Meetingtransactions contemplated by this Agreement at the Stockholders’ Meeting shall not be limited or otherwise affected by the commencement, disclosure, announcement or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that submission to it of any Acquisition Proposal (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum Superior Proposal) or by a Change of Recommendation. In any case in which Parent makes a Change of Recommendation, (a) Parent shall nevertheless submit the transactions contemplated by this Agreement to a vote of its stockholders and (b) the Proxy Statement and any and all accompanying materials (including the proxy card, the “Proxy Materials”) shall be the same in form and content to that which would have been prepared by Parent had no Change of Recommendation been made, except for changes to the Proxy Materials stating and explaining the reasons for the Change of Recommendation, including, if applicable, describing matters relating to the Superior Proposal or other event giving rise to the Change of Recommendation, and such other changes as are required by Law or which the Board of Directors of Parent determines that the failure to make would constitute, or would be present or (ii) it will not have sufficient shares reasonably likely to constitute, a breach of the fiduciary duties of the Board of Directors of Parent Common Stock represented to Parent’s stockholders under Law. Parent agrees that, prior to the termination of this Agreement, it shall not submit to the vote of its stockholders any Acquisition Proposal (whether in person or by proxynot a Superior Proposal) or propose to constitute a quorum necessary to conduct do so. For the business avoidance of the Parent Stockholder Meetingdoubt, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, shall not be required to hold the Parent Stockholder Stockholders’ Meeting as long as the date of the Parent Stockholder Meeting if this Agreement is not postponed or adjourned more than an aggregate of thirty (30) calendar days validly terminated in connection accordance with any postponements or adjournmentsSection 10.1.

Stockholders Meeting. (a) As promptly as reasonably practicable after Unless this Agreement has been terminated pursuant to Article VIII, the effectiveness Company will take, in accordance with applicable Law (including the DGCL) and its certificate of incorporation and bylaws and the rules of the Registration StatementNYSE, Parent shall take all action necessary under applicable Law to establish a record date, duly call, give notice of of, convene and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Stockholders Meeting”) to consider and vote (i) to approve this Agreement and thereby approve for purposes of obtaining the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt Requisite Company Vote on a new equity compensation plan, in a form approved date selected by the Company and after consultation with Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as reasonably practicable after the date that the Registration Statement is declared effective under the Securities Act, (and in any event, event no later than 45 calendar days after (i) the effective date of tenth calendar day after the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection preliminary Proxy Statement therefor has been filed with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything SEC if by such date the SEC has not informed the Company that it intends to review the contrary contained hereinProxy Statement or (ii) if the SEC has by such date informed the Company that it intends to review the Proxy Statement, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder SEC confirms that it has no further comments on the Proxy Statement, subject to any delay that may be reasonably necessary to comply with the rules of the NYSE and/or Rule 14a-13 under the Exchange Act with respect to the record date for the Stockholders Meeting); provided, however, the Company may postpone or adjourn the Stockholders Meeting is scheduled, Parent reasonably believes that solely (i) it will with the consent of Parent; (ii)(A) due to the absence of a quorum or (B) if the Company has not receive received proxies representing a sufficient to obtain number of Shares for the Parent Stockholder ApprovalRequisite Company Vote, whether or not a quorum would be present is present, to solicit additional proxies; or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxyiii) to constitute allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting; provided further that the Company may not postpone or adjourn the Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of the immediately preceding proviso. Notwithstanding the foregoing, the Company shall, at the request of Parent, to the extent permitted by Law, adjourn the Stockholders Meeting to a date specified by Parent for the absence of a quorum necessary or if the Company has not received proxies representing a sufficient number of Shares for the Requisite Company Vote; provided that the Company shall not be required to conduct adjourn the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Stockholders Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournmentsone time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding ten Business Days.

Stockholders Meeting. The Company will take, in accordance with applicable Law and the Company Charter Documents, all action necessary to convene a meeting of holders of the Company Common Stock (athe “Stockholders Meeting”) As as promptly as reasonably practicable after the effectiveness execution of the Registration Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Meeting”) this Agreement to consider and vote (i) to approve this Agreement and thereby approve upon the transactions contemplated by adoption of this Agreement; (ii) if deemed necessary by . In connection therewith, the partiesCompany shall establish a record date for the Stockholders Meeting that is as early as is reasonably practicable, to amend Parent’s certificate of incorporation (x) to increase which such record date shall not be changed once established without the number of authorized shares consent of Parent Common Stock and/or (ynot to be unreasonably withheld, conditioned or delayed) or as required by applicable Law. Following the distribution of the Proxy Statement pursuant to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively5.4, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Stockholders Meeting may not be changed, and the Stockholders Meeting may not otherwise be adjourned, recessed or postponed, without the consent of Parent shall take reasonable measures (not to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all be unreasonably withheld, conditioned or delayed) or as required by applicable Law. Notwithstanding anything the foregoing, if, on a date that is two Business Days prior to the contrary contained herein, if on date the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Stockholders Meeting is scheduledscheduled (the “Original Date”), Parent (a) the Company reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Company Stockholder Approval, whether or not a quorum would be present is present, or (iib) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum is necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, recess or postpone the Stockholders Meeting to ensure that any required supplement or amendment to the Proxy Statement is delivered, the Company may adjourn, recess or postpone or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting Stockholders Meeting, as long as the date of the Parent Stockholder Stockholders Meeting is not adjourned, recessed or postponed or adjourned more than an aggregate ten days from the Original Date in reliance on this sentence. Subject to Section 5.3, the Company Board shall recommend such adoption and shall take all lawful action to solicit the Company Stockholder Approval, including engaging a proxy solicitation firm for the purpose of thirty (30) calendar days assisting in connection the solicitation of proxies for the Stockholders Meeting. For the avoidance of doubt, notwithstanding any Change of Recommendation, unless this Agreement has been terminated in accordance with any postponements or adjournmentsits terms prior to the time of the Stockholders Meeting, the Stockholders Meeting shall be convened and this Agreement shall be submitted to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval.

Stockholders Meeting. (a) As promptly as reasonably practicable after the effectiveness The Company will take, in accordance with applicable Law and its certificate of the Registration Statementincorporation and bylaws, Parent shall take all action reasonably necessary under applicable Law (i) to callestablish a record date for, duly call and give notice of and hold a meeting of the holders of Parent the issued and outstanding shares of Common Stock and Class B Common Stock (the “Parent Stockholder Stockholders’ Meeting” and the record date for the Stockholders’ Meeting, the “Record Date”) to consider and vote upon (ia) to approve this Agreement and thereby approve the transactions contemplated by adoption of this Agreement; and (b) a non-binding advisory vote on “golden parachute” executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) if deemed necessary by mail the parties, Proxy Statement to amend Parent’s certificate the stockholders of incorporation (x) to increase the number record of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (to other stockholders as required by Rule 14a-13 of the “2024 Incentive Plan”)Exchange Act, which 2024 Incentive Plan will provide for new awards for a number as of shares of Parent Common Stock as mutually agreed upon by Parent and the CompanyRecord Date, and subject to approval by the Parent Boardin each case, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, of this Agreement (and in any eventevent within five business days following the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the “Proxy Date”). The Company shall convene and hold the Stockholders’ Meeting as promptly as practicable after the Proxy Date; provided, however, that (1) in no event shall the Stockholders’ Meeting be held later than 35 calendar days following the date the Proxy Statement is mailed to the Company’s stockholders; and (2) the Company shall not adjourn or postpone the Stockholders’ Meeting without the prior written consent of Parent, other than to the extent required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders’ Meeting. Subject to Section 6.2(d) and Section 6.2(e) hereof, the board of directors of the Company shall recommend such adoption of this Agreement and include the Company Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Stockholders’ Meeting has been convened, the Company shall, upon the request of Parent, and the Company may, if Parent does not make such request, adjourn the Stockholders’ Meeting on one or more occasions to the extent necessary (x) to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company); or (y) allow two business days to pass after the expiration of the most recent Negotiation Period before the meeting is reconvened; provided, however that in the case of clause (x) (I) such adjournment shall not exceed 15 calendar days for each such adjournment; (II) the Stockholders’ Meeting shall not be adjourned by more than 45 calendar days after in the effective aggregate from the originally scheduled date of the Registration StatementStockholders’ Meeting; and (III) no such adjournment shall be permitted if the Company shall have received by the Stockholders’ Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 7.1(a) would be satisfied if a vote were taken at the Stockholders’ Meeting. Parent Once the Company has established the Record Date, the Company shall take not change such Record Date or establish a different record date without the prior written consent of Parent, unless required to do so by Law (determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Stockholders’ Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of its obligations under this Section 6.3. The Company shall use reasonable measures best efforts to solicit proxies in favor of, or if there has been a Change of Recommendation pursuant to Section 6.2, with respect to, the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Parent Stockholder Stockholders’ Meeting are solicited in compliance with all applicable Law. Notwithstanding anything Unless this Agreement is validly terminated in accordance with Article VIII, the Company shall submit this Agreement to its stockholders at the contrary contained hereinStockholders’ Meeting even if the board of directors of the Company shall have effected a Change of Recommendation or proposed or announced any intention to do so. The Company shall, if upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven business days prior to the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Stockholders’ Meeting as long as to the date aggregate tally of proxies received by the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate Company with respect to the adoption of thirty (30) calendar days in connection with any postponements or adjournmentsthis Agreement.

Stockholders Meeting. The Merger Agreement provides that, as soon as practicable after the date of the Merger Agreement (aand in any event within fifteen (15) As business days), Terremark shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to a special meeting of its stockholders (the “Stockholders’ Meeting”) for the purpose of voting upon the adoption of the Merger Agreement (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Merger Agreement provides that, if following the closing or termination of the Offer the Merger Agreement has not been validly terminated and the adoption of the Merger Agreement by Terremark’s stockholders is required by applicable law, then Terremark shall have the right at any time after the date on Table of Contents which the SEC has, orally or in writing, confirmed that it has no further comments on the Proxy Statement, including the first date following the tenth day following the filing of the preliminary Proxy Statement if the SEC has not informed Terremark that it intends to review the Proxy Statement (the “Proxy Statement Clearance Date”) to (and Parent and Purchaser shall have the right, at any time after the Proxy Statement Clearance Date, to request in writing that Terremark, and upon receipt of such written request, Terremark shall, as promptly as practicable and in any event within ten (10) business days after such receipt), (i) establish a record date for and give notice of the Stockholders’ Meeting and (ii) mail to the holders of Shares as of the record date established for the Stockholders’ Meeting a Proxy Statement (the date Terremark elects to take such action or is required to take such action, the “Proxy Date”). Terremark shall duly call, convene and hold the Stockholders’ Meeting as promptly as reasonably practicable after the effectiveness Proxy Date; provided, however, that in no event shall such meeting be held later than thirty-five (35) days following the date the Proxy Statement is mailed to Terremark’s stockholders, subject to certain exceptions set forth in the Merger Agreement. Unless the Merger Agreement is validly terminated, Terremark shall submit the Merger Agreement to holders of Shares at the Stockholders’ Meeting even if the Terremark Board shall have effected a Company Adverse Recommendation Change (as defined below) (not made in respect of a Superior Proposal) or proposed or announced any intention to do so. Each of Parent and Purchaser shall affirmatively vote at the Stockholders’ Meeting or otherwise all Shares acquired in the Offer (if any), or otherwise beneficially owned by it or any of its respective subsidiaries as of the Registration Statementapplicable record date, for the adoption of the Merger Agreement in accordance with applicable law. Parent shall take vote all action necessary under applicable Law to callof the shares of capital stock of Purchaser beneficially owned by it, give notice or sign a written consent in lieu of and hold a meeting of the holders stockholders of Parent Common Stock (the “Parent Stockholder Meeting”) to consider and vote (i) to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation planPurchaser, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date favor of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date adoption of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether Merger Agreement in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection accordance with any postponements or adjournmentsapplicable law.

Stockholders Meeting. (ai) As promptly as reasonably practicable after Unless this Agreement has been terminated in accordance with Article 9, Parent will take, in accordance with applicable Law (including the effectiveness DGCL) and its certificate of incorporation and bylaws and the rules of the Registration StatementNASDAQ, Parent shall take all action necessary under applicable Law to establish a record date, duly call, give notice of of, convene and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Stockholders Meeting”) to consider for purposes of obtaining the Parent Stockholder Approval on a date selected by Parent after consultation with Buyer as promptly as reasonably practicable (and vote in any event no later than forty-five (45) calendar days after (i) the tenth (10th) calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed Parent that it intends to approve this Agreement and thereby approve review the transactions contemplated Proxy Statement or (ii) if the SEC has by this Agreementsuch date informed Parent that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement, subject to any delay that may be reasonably necessary to comply with the rules of the NASDAQ and/or Rule 14a-13 under the Exchange Act with respect to the record date for the Stockholders Meeting); provided, however, Parent may postpone or adjourn the Stockholders Meeting solely (i) with the consent of Buyer; (ii) after consultation with Buyer, if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt has not received proxies representing a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a sufficient number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) Approval to constitute a quorum necessary to conduct the business of the Stockholders Meeting; or (iii) after consultation with and approval of Buyer (such approval not to be unreasonably withheld, conditioned or delayed), to allow reasonable time for any supplemental or amended disclosure which Parent Stockholder has determined in good faith is reasonably necessary under applicable Law for such supplemental or amended disclosure to be disseminated and reviewed by holders of Parent Common Stock prior to the Stockholders Meeting. Notwithstanding the foregoing, Parent may postpone or adjournshall, or make one or more successive postponements or adjournments ofat the request of Buyer, to the extent permitted by Law, adjourn the Stockholders Meeting to a date specified by Buyer if Parent has not received proxies representing a sufficient number of shares of Parent Common Stock for the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournmentsApproval.

Stockholders Meeting. Within three (a3) As promptly as reasonably practicable Business Days after the effectiveness date hereof, the Company shall make the inquiry (e.g., the “broker search”) required by Rule 14a-13(a)(1) under the Exchange Act. As soon as practicable following completion of the Registration “broker search” required by the immediately preceding sentence, the Company shall establish a record date for a Stockholders Meeting. The Company shall not change the record date or adjourn the Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that if at any time the current record date for the Stockholders Meeting is not reasonably likely to satisfy the requirements of applicable Law, the certificate of organization or bylaws of the Company, the Company shall, in consultation with Parent Holdco, set a new record date. Unless there has been a Change of Recommendation, the Company shall, through the Company Board, recommend to its stockholders that they give the Stockholder Approval. Unless there has been a Change of Recommendation, the Company shall use its reasonable best efforts to, following clearance of the Proxy Statement, Parent (i) solicit from its stockholders proxies in favor of adopting this Agreement and (ii) secure the Stockholder Approval. Subject to Section 5.2, the Company shall take take, in accordance with applicable Law and its certificate of incorporation and bylaws, all reasonable action necessary under applicable Law to duly call, give notice of convene and hold a meeting of the holders of Parent Common Stock Shares (the “Parent Stockholder Stockholders Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement (not sooner than twenty (20) Business Days and in any event within thirty-five (35) days following such mailing) to consider and vote upon the adoption of this Agreement; provided, that the Company may postpone or adjourn to a later date the Stockholders Meeting (i) to approve this Agreement and thereby approve with the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares consent of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation planwhich consent shall not be unreasonably withheld, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs conditioned or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (idelayed), (ii) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined, after consultation with outside legal counsel, in good faith is required to be filed and disseminated under applicable Law, (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting if there are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock insufficient Shares represented (whether either in person Person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Stockholders Meeting, Parent may postpone or adjourn(iv) if the Company has not received proxies representing a sufficient number of shares of Common Stock to adopt this Agreement, (v) if required by applicable Law, or make one or more successive postponements or adjournments of(vi) if, in the good faith judgment of the Company Board (after consultation with outside legal counsel), the failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable Law; provided, that any such postponement or adjournment shall not, in the aggregate, exceed twenty (20) days, except as required by applicable Law or by the Company’s certificate of incorporation or bylaws. Without the prior written consent of Parent, the adoption of this Agreement and the approval of the Merger shall be the only matter (other than (x) procedural matters and (y) an advisory vote with respect to golden parachute compensation arrangements in accordance with applicable federal securities laws) which the Company shall propose to be acted on at the Stockholders Meeting. The Company shall, upon the request of Parent, advise Parent Stockholder Meeting as long as at least on a daily basis on each of the last five (5) Business Days prior to the scheduled date of the Parent Stockholder Stockholders Meeting is not postponed or adjourned more than an as to the aggregate tally of thirty (30) calendar days in connection with any postponements or adjournmentsaffirmative proxies received by the Company.

Stockholders Meeting. (a) As promptly as reasonably practicable after the effectiveness of the Registration Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Meeting”) to consider and vote (i) to approve (1) the conversion of the Parent Convertible Preferred Stock issued pursuant to this Agreement and thereby approve the transactions contemplated by this Agreement; Stock Purchase Agreement into shares of Parent Common Stock in accordance with Nasdaq Listing Rule 5635(a) (iithe “Conversion Proposal”) and (2) if deemed necessary or appropriate by the partiesParent or as otherwise required by applicable Law or Contract, to amend authorize sufficient Parent Common Stock in Parent’s certificate of incorporation (x) for the conversion of the Parent Convertible Preferred Stock issued pursuant to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent this Agreement and the Company, and subject Stock Purchase Agreement and/or to approval by the Parent Board, effectuate a reverse stock split (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder ProposalsCharter Amendment Proposal”, and clauses ) pursuant to the terms of this Agreement (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholders Meeting”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration definitive Proxy Statement is declared effective under filed with the Securities ActSEC, and in any event, event no later than 45 calendar one hundred and eighty (180) days after the effective date of the Registration StatementClosing Date. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments.

Stockholders Meeting. (ai) As The Company will take, in accordance with applicable Law and the Certificate of Incorporation and Bylaws, all action necessary to convene a meeting of the Company’s stockholders (the “Stockholders Meeting”) as promptly as reasonably practicable after following the effectiveness date of mailing of the Registration definitive Proxy Statement (provided that, subject to the sentence that follows, the Stockholders Meeting shall not be held later than forty-five (45) days following confirmation from the SEC that it will not review or that it has completed its review of the Proxy Statement (which confirmation will be deemed to occur if the SEC has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the SEC will or will not be reviewing the Proxy Statement)), Parent shall take all action necessary for the purposes of obtaining the Requisite Company Vote. The Company may postpone or adjourn such meeting (A) to the extent required by applicable Law (including to permit the filing and dissemination of any supplement or amendment to the Proxy Statement that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required under applicable Law Law), (B) if on a date that is two (2) business days prior to call, give notice of and hold a meeting of the holders of Parent Common Stock date the Stockholders Meeting is scheduled (the “Parent Stockholder Meeting”) to consider and vote (i) to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive PlanOriginal Meeting Date”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by Company has not received proxies representing the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Requisite Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder ApprovalVote, whether or not a quorum would be is present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Stockholders Meeting is not postponed or adjourned by more than ten (10) business days in connection with any one postponement or adjournment or by more than an aggregate of thirty forty-five (3045) calendar days from the Original Meeting Date in connection reliance on this clause (B), (C) within the three (3) business days prior to the Original Meeting Date or any date that the Stockholders Meeting is then scheduled to be held, if the Company delivers (or has delivered) a notice of an intent to make a Change in Recommendation, as long as the date of the Stockholders Meeting is not postponed or adjourned by more than ten (10) business days, or (D) with any postponements the prior written consent of Parent (such consent not be unreasonably withheld, conditioned or adjournmentsdelayed).

Stockholders Meeting. (a) As promptly as reasonably practicable after the effectiveness of the Registration Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Meeting”) to consider and vote (i) to approve (1) the conversion of the Parent Convertible Preferred Stock issued pursuant to this Agreement and thereby approve the transactions contemplated by this Agreement; Stock Purchase Agreement into shares of Parent Common Stock in accordance with Nasdaq Listing Rule 5635(a) (iithe “Conversion Proposal”) and (2) if deemed necessary or appropriate by the partiesParent or as otherwise required by applicable Law or Contract, to amend authorize sufficient Parent Common Stock in Parent’s certificate of incorporation (x) for the conversion of the Parent Convertible Preferred Stock issued pursuant to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent this Agreement and the Company, and subject Stock Purchase Agreement and/or to approval by the Parent Board, effectuate a reverse stock split (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder ProposalsCharter Amendment Proposal”, and clauses ) pursuant to the terms of this Agreement (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration definitive Proxy Statement is declared effective under filed with the Securities ActSEC, and in any event, event no later than 45 calendar forty-five (45) days after the effective date of the Registration Statementsuch date. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments.. 55

Stockholders Meeting. The Company shall (a) As promptly as reasonably practicable no later than the fifth (5th) Business Day following the date on which it receives confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement (which confirmation will be deemed to occur if (x) the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) day after the effectiveness date on which the Company is deemed to have filed the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement and (y) the SEC advises the Company’s counsel that it will not provide confirmation regarding such review status), take all required or reasonably necessary action to commence the process by which it establishes a record date for, duly calls, gives notice of, convenes and holds a meeting of its stockholders for the purpose of voting upon the adoption of this Agreement in accordance with the DGCL (including any adjournment or postponement thereof, the “Stockholders’ Meeting”), with such record date being selected after reasonable consultation with Parent and such meeting date being held no later than the later of fifty (50) days after the dissemination of the Registration StatementProxy Statement to the stockholders of the Company in accordance with Section 5.7 and the tenth (10th) Business Day following the day on which the Solicitation Period End Time (or, in case there is any Excluded Party, the Cut-Off Time) occurs (or if such later day is not a Business Day, the next succeeding Business Day) and (b) unless the Company Board (at the recommendation of the Special Committee) has effected an Adverse Company Board Recommendation Change in accordance with Section 5.5 or there has been an earlier valid termination of this Agreement, use its reasonable best efforts to secure the Company Stockholder Approval at the Stockholders’ Meeting. Once established, except as required by applicable Law, the Company shall not change the record date or the meeting date for the Stockholders’ Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Unless this Agreement is earlier validly terminated pursuant to Article VII, the Company shall take all action required under the DGCL, the Company Organizational Documents and the applicable requirements of Nasdaq necessary under applicable Law to establish a record date for, duly call, give notice of of, convene and hold a meeting the Stockholders’ Meeting for the purpose of voting upon the adoption of this Agreement in accordance with the DGCL, whether or not the Company Board (at the recommendation of the holders of Parent Common Stock (Special Committee) at any time subsequent to the “Parent Stockholder Meeting”) to consider and vote (i) to approve Agreement Date shall have effected an Adverse Company Board Recommendation Change or otherwise shall have determined that this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Lawlonger advisable. Notwithstanding anything to the contrary contained hereinin this Agreement, nothing will prevent the Company from postponing or adjourning the Stockholders’ Meeting if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient there are holders of an insufficient number of Shares present or represented by proxy at the Stockholders’ Meeting to obtain the Parent Stockholder Approval, whether or not constitute a quorum would be present at the Stockholders’ Meeting or to adopt this Agreement or (ii) the Special Committee has determined in good faith after consultation with its outside legal counsel that it is required to postpone or adjourn the Stockholders’ Meeting by applicable Law, Order or a request from the SEC; provided, that, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Stockholders’ Meeting will not have sufficient shares be postponed or adjourned by more than ten (10) days unless a lengthier period is required by applicable Law, Order or a request from the SEC. In the case of any such adjournment or postponement pursuant to this Section 5.6, the Company shall consult with Parent Common Stock represented (whether prior to making such adjournment or postponement, and shall make such adjournment or postponement for the minimum amount of time that may be reasonably required, as determined by the Company in person or good faith after consultation with Parent. The Company shall, unless a stockholder proposal to do so is not approved by proxy) to constitute a quorum necessary to conduct the business stockholders of the Parent Stockholder MeetingCompany, Parent may postpone or adjourn, or make adjourn the Stockholders’ Meeting on one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than occasions for an aggregate period of up to thirty (30) calendar days if so requested by Parent (and subsequently hold the Stockholders’ Meeting as promptly as practicable after such adjournment), in connection with any postponements or adjournmentseach case, if, on the date for which the Stockholders’ Meeting is then scheduled, the Company has not received proxies representing a sufficient number of Shares to obtain the Company Stockholder Approval.

Stockholders Meeting. Company will, in accordance with applicable law and the Company Certificate of Incorporation and its Bylaws duly call, give notice of, convene and hold a special meeting (awhich, as may be duly adjourned, the "COMPANY SPECIAL MEETING") As promptly of its stockholders for the purpose of approving and adopting the agreement of merger (as reasonably practicable such term is used in Section 251 of the DGCL) set forth in this Agreement and approving the Merger, in each case by the holders of a majority of the voting power of the outstanding shares of Company Common Stock (with the holders of Company Ordinary Common Stock and the holders of Company Class B Common Stock voting together as a single class) (the "COMPANY STOCKHOLDER APPROVAL"). Company will use its reasonable efforts to cause the Company Special Meeting to occur within seventy five (75) days after the effectiveness date on which the Registration Statement becomes effective, but not earlier than twenty (20) business days after the date the Proxy Statement is first mailed to stockholders. Company will include in the Proxy Statement the recommendation of its Board of Directors ("COMPANY BOARD RECOMMENDATION") that its stockholders vote in favor of the Registration StatementCompany Stockholder Approval, subject to the right to withdraw, modify or change such recommendation in accordance with Section 5.10 of this Agreement. If, after the Initial Period, the Board of Directors of Company withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent shall take all action necessary under applicable Law or resolves to do any of the foregoing, Company will nevertheless remain obligated to call, give notice of of, convene and hold a meeting the Company Special Meeting within the time period specified above. Company will (a) cause its transfer agent to make stock transfer records relating to Company available to the extent reasonably necessary to effectuate the intent of this Agreement, and (b) otherwise render reasonable assistance to Parent in the holders solicitation of proxies by Parent Common Stock (the “Parent Stockholder Meeting”) to consider and vote (i) to approve in favor of approval of this Agreement and thereby approve the transactions Merger; provided, however, Company will not be obligated to take the actions under clause (b) if Company has taken any of the actions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate second sentence of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c5.10(d); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments.

Stockholders Meeting. The Company shall use its reasonably best efforts to take, in accordance with applicable Law and the Company Charter Documents, all action necessary to convene a meeting of the stockholders of the Company (athe “Stockholders Meeting”) As as promptly as reasonably practicable after the effectiveness execution of the Registration Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Meeting”) this Agreement to consider and vote (i) to approve this Agreement and thereby approve upon the transactions contemplated by adoption of this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by . Unless the Company and Parent (Board determines that it would be inconsistent with the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectivelydirectors’ fiduciary duties under applicable Law, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Stockholders Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, event be no less than thirty-five (35) calendar days and no later than 45 forty (40) calendar days after (1) the effective date of tenth calendar day after the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection initial preliminary Proxy Statement therefor has been filed with the Parent Stockholder Meeting are solicited in compliance SEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (2) if the SEC has, by the tenth calendar day after the initial preliminary Proxy Statement therefor has been filed with all applicable Law. Notwithstanding anything the SEC, informed the Company that it intends to review the contrary contained hereinProxy Statement, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the SEC confirms that it has no further comments on the Proxy Statement. Following the distribution of the Proxy Statement pursuant to Section 5.4, the date of the Stockholders Meeting may not be changed, and the Stockholders Meeting may not otherwise be adjourned or postponed, without the consent of Parent Stockholder (not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law; provided, however, that the Company may, in consultation with Parent, adjourn, recess or postpone the Stockholders Meeting is scheduled, Parent (a) if the Company reasonably believes that (i) in good faith it will not receive proxies sufficient to obtain the Parent Company Stockholder Approval, whether or not a quorum would is present (provided, that, the Company may not, without the prior written consent of Parent (not to be present unreasonably withheld, delayed or conditioned), adjourn or postpone the Stockholder Meeting more than ten (10) Business Days on any single occasion), (b) it is necessary to adjourn or postpone the Stockholders Meeting to ensure that any required supplement or amendment to the Proxy Statement is delivered, or (iic) it will not have sufficient shares of Parent Common Stock represented (whether in person if and to the extent such adjournment or by proxy) to constitute a quorum necessary to conduct the business postponement of the Stockholder Meeting is required by Law. Subject to Section 5.3, the Company Board shall recommend such adoption and shall use reasonable best efforts to take all lawful action to solicit the Company Stockholder Approval, including engaging a proxy solicitation firm for the purpose of assisting in the solicitation of proxies for the Stockholders Meeting. The Company shall cooperate with and keep Parent Stockholder informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. For the avoidance of doubt, notwithstanding any Change of Recommendation, unless this Agreement has been terminated in accordance with its terms prior to the time of the Stockholders Meeting, Parent may postpone or adjournthe Stockholders Meeting shall be convened and this Agreement shall be submitted to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval. Notwithstanding the foregoing, or make one or more successive postponements or adjournments of, in no event will the Parent Stockholder Meeting as long as the record date of the Parent Stockholder Company Stockholders Meeting is be changed without the Parent’s prior written consent (such consent not postponed to be unreasonably withheld, conditioned or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournmentsdelayed), unless required by applicable Law.

Stockholders Meeting. The Board of Directors shall, by not later than the date hereof, adopt a resolution fixing the twenty-third (a23rd) As promptly business day immediately following the date of this Agreement as reasonably practicable after the effectiveness of record date for determining the Registration Statement, Parent shall take all action necessary under applicable Law stockholders entitled to call, give notice of and hold or to vote at a special meeting of the holders Company’s stockholders for the purpose of Parent Common Stock obtaining the Company Stockholder Approval (the “Parent Stockholder Company Meeting”) ); provided, however, if pursuant to consider and vote clause (i) of the second sentence following this sentence and without giving effect to approve this Agreement proviso the Company Meeting would occur more than sixty days after such record date, the Board of Directors shall adopt another resolution fixing a date that is as soon as possible and thereby approve a new record date is required as the transactions contemplated by record date for determining the stockholders entitled to notice of or to vote thereat. Promptly following the execution of this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and shall deliver to Parent a certified copy of the resolution of the Board of Directors fixing the twenty-third (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)23rd) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after business day immediately following the date that hereof as the Registration Statement is declared effective under record date for determining the Securities Act, and in any event, no later than 45 calendar stockholders entitled to notice of or to vote at the Company Meeting. Within three (3) business days after the effective date later to occur of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding (i) the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes SEC staff advises that (i) it will not receive proxies sufficient to obtain has no further comments thereon or that the Parent Stockholder Approval, whether or not a quorum would be present Company may commence mailing the Proxy Statement or (ii) it the twenty-fourth (24th) business day following the date hereof (or, in the event a new record date is set pursuant to the first sentence of this subsection, as soon as reasonably practicable following such record date), in accordance with the DGCL and the Company’s certificate of incorporation and by-laws, the Company shall duly call, give notice of, and, on the twenty-first (21st) day following the mailing of the Proxy Statement, convene and hold the Company Meeting and shall, through the Board of Directors, subject to the terms contained herein, recommend to its stockholders the adoption of this Agreement (the “Company Recommendation”). Unless there shall have been an Adverse Recommendation Change, the Company will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement. Except as expressly set forth in this Section 5.4, the Board of Directors shall not withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the Company Recommendation. Notwithstanding the foregoing, the Board of Directors may only make an Adverse Recommendation Change if the Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that the failure of the Board of Directors to effect an Adverse Recommendation Change would be inconsistent with such directors’ fiduciary duties under applicable Law. In the event that, subsequent to the date of this Agreement and prior to the earlier of (x) the Company Meeting and (y) the termination of this Agreement, there shall have sufficient shares been an Adverse Recommendation Change, the Company shall nevertheless submit this Agreement to the holders of Parent Company Common Stock represented for adoption at the Company Meeting. “Adverse Recommendation Change” means either of the following, as the context may indicate: (whether in person i) any failure by the Board of Directors (or by proxyany committee thereof) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjournmake, or make one any withdrawal or more successive postponements modification of, or adjournments public proposal to withdraw or modify, in any manner adverse to Parent of, the Parent Stockholder Meeting as long as Company Recommendation, or (ii) the date Company or the Board of the Parent Stockholder Meeting is not postponed Directors approving, endorsing or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournmentsrecommending a Company Alternative Proposal.

Stockholders Meeting. (a) As Subject to the other provisions of this Agreement, if required by applicable Law in order to consummate the Merger, then the Company shall have the right, at any time after the latest of (i) the Expiration Date, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) November 22, 2011, to (and Parent and Merger Sub shall have the right, at any time beginning three (3) Business Days after the Proxy Statement Clearance Date, to request in writing that the Company, and upon receipt of such written request, the Company shall, as promptly as practicable and in any event within ten (10) Business Days), (x) establish a record date (which record date shall be as soon as legally permissible) for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (the “Stockholders Meeting”), and (y) mail to the holders of Company Common Stock as of the record date established for the Stockholders Meeting a Proxy Statement (the date the Company elects to take such action or is required to take such action, the “Proxy Date”). The Company, acting through the Board, shall, in accordance with applicable Law and the Company Articles, the Company Bylaws and NASDAQ rules, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as promptly as reasonably practicable after the effectiveness Proxy Statement Clearance Date for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby, (ii) subject to Section 7.2, include the Company Board Recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to obtain the Company Stockholder Approval; provided, however, that in no event shall such meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company’s stockholders and any adjournments of such meetings shall require the prior written consent of the Registration Statement, Parent shall take all action other than in the case it is required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to callbe disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting. At the Stockholders Meeting, give notice Parent and Merger Sub shall cause all shares of Company Common Stock then owned by them and hold a meeting their Subsidiaries to be voted in favor of the holders adoption of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Stockholders Meeting if this Agreement is terminated. Notwithstanding the foregoing, and if the Stockholders’ Meeting is scheduled to be held more than seven (7) Business Days prior to the Termination Date, Parent Common Stock may require the Company to adjourn or postpone the Stockholders’ Meeting one (1) time (for a period of not more than thirty (30) calendar days but not past seven (7) Business Days prior to the “Parent Stockholder Meeting”) Termination Date), unless prior to consider and vote (i) to approve such adjournment the Company shall have received an aggregate number of proxies voting for the adoption of this Agreement and thereby approve the transactions contemplated by this Agreement; hereby (ii) if deemed necessary by including the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”Merger), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubthave not been withdrawn, such number of shares shall that the condition in Section 8.1(a) will be in addition to satisfied at such meeting. Once the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectivelyhas established a record date for the Stockholders Meeting, the “Required Parent Stockholder Proposals”Company shall not change such record date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent, and clauses (i)unless required to do so by applicable Law or the Company Bylaws. Unless the Company Board shall have withdrawn, (ii), (iii), (iv) and (v) collectivelymodified or qualified the Company Board Recommendation or otherwise effected a Board Recommendation Change, the “Parent Stockholder Matters”). The Parent Stockholder Meeting Company shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and use commercially reasonable efforts to solicit proxies in any event, no later than 45 calendar days after the effective date favor of the Registration Statement. Parent adoption of this Agreement and shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Stockholders’ Meeting are solicited in compliance with all applicable LawLaws and all rules of NASDAQ. Notwithstanding anything The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven (7) Business Days prior to the contrary contained herein, if on the date of the Parent Stockholders Meeting as to the aggregate tally of proxies received by the Company with respect to the Company Stockholder MeetingApproval. Without the prior written consent of Parent, or a date preceding the date on which adoption of this Agreement and the Parent Stockholder Meeting is scheduled, Parent reasonably believes that transactions contemplated hereby (including the Merger) shall be the only matter (other than (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or procedure matters and (ii) it will not have sufficient shares of Parent Common Stock represented (whether an advisory vote with respect to golden parachute compensation arrangements in person or accordance with applicable federal securities Laws) which the Company shall propose to be acted on by proxy) to constitute a quorum necessary to conduct the business stockholders of the Parent Stockholder Company at the Stockholders Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments.

Stockholders Meeting. (a) As promptly as reasonably practicable after following the effectiveness date on which the Proxy Statement is cleared by the SEC for the purpose of obtaining the Registration StatementRequisite Company Vote, Parent shall take all action necessary under the Company shall, in accordance with applicable Law to Laws and the Company’s Amended and Restated Certificate of Incorporation as in effect on the date of this Agreement and the Company’s Bylaws as in effect on the date of this Agreement, establish a record date for, duly call, give notice of of, convene and hold a meeting of the holders stockholders of Parent Common Stock the Company (the “Parent Stockholder MeetingStockholders”) to consider and vote upon approval of this Agreement (the “Stockholders Meeting”); provided that, without the prior written consent of Parent, which shall not be unreasonably withheld or delayed, (i) to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Stockholders Meeting shall not be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no earlier than twenty (20) days or later than 45 thirty (30) calendar days after the effective date on which the Proxy Statement is mailed to the Company’s stockholders, and (ii) the Company may not adjourn or postpone the Stockholders Meeting except as required by applicable Laws; provided, further, that notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Stockholders Meeting one time to solicit additional proxies in the event that there are not sufficient votes to obtain the Requisite Company Vote. Except as set forth in Section 5.03(e), the Company shall solicit from the holders of Common Shares proxies in favor of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited adoption of this Agreement in connection accordance with the Parent Stockholder Meeting are solicited in compliance with all applicable Delaware Law. Notwithstanding anything to the contrary contained hereinset forth in this Agreement, if on the Company’s obligation to establish a record date of for, duly call, give notice of, convene and hold the Parent Stockholder MeetingStockholders Meeting pursuant to this Section 5.05(a) shall not be limited to, or a date preceding otherwise affected by, the date on which commencement, disclosure, announcement or submission to the Parent Stockholder Company of any Acquisition Proposal. The Company shall ensure that the Stockholders Meeting is scheduledcalled, Parent reasonably believes noticed, convened, held and conducted, and that (i) it will not receive all proxies sufficient to obtain solicited by the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days Company in connection with any postponements or adjournmentsthe Stockholders Meeting are solicited, in compliance with applicable Laws and the Charter Documents.

Stockholders Meeting. As soon as practicable following the SEC Clearance Date (abut in no event later than five (5) As promptly Business Days thereafter), the Company shall establish a record date for purposes of determining stockholders entitled to notice of and to vote at the Company Stockholders Meeting (the “Record Date”). Once the Company has established the Record Date, the Company shall consult with Parent prior to changing the Record Date or establishing a different record date for the Company Stockholders Meeting, unless required to do so by applicable Law, the NYSE MKT LLC or the TASE. The Company shall, as reasonably soon as practicable after following the effectiveness of SEC Clearance Date (but in no event later than thirty-five (35) calendar days following the Registration StatementSEC Clearance Date), Parent shall take all action necessary under applicable Law to duly call, give notice of of, convene and hold a meeting of the holders of Parent Common Stock its stockholders (the “Parent Stockholder Company Stockholders Meeting”) for the purpose of obtaining the Company Stockholder Approval; provided, however, that the Company Stockholders Meeting may be delayed for up to consider ten (10) calendar days if the Company Board determines (after consultation with outside counsel and vote upon recommendation of the Special Committee) that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Subject to Section 5.4(d) hereof, the Company Board shall make the Company Board Recommendation. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with Article VII, this Agreement shall be submitted to the Company’s stockholders for the purpose of seeking the Company Stockholder Approval. The Company shall, upon the reasonable request of Parent, use its reasonable best efforts to advise Parent during the last ten (10) Business Days prior to the date of the Company Stockholder Approval regarding proxies received to date. Without the prior written consent of Parent, the adoption of this Agreement and the Transactions (including the Merger) shall be the only matter (other than procedural matters) which the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting. The Company may adjourn or postpone the Company Stockholders Meeting (i) to approve this Agreement and thereby approve the transactions contemplated extent necessary to ensure that any required (as determined by this Agreement; the Company Board in good faith after consultation with outside legal counsel) supplement or amendment to the Proxy Statement is provided to the Company’s stockholders, (ii) if deemed necessary by as of the parties, to amend Parent’s certificate of incorporation time for which the Company Stockholders Meeting is originally scheduled (xas set forth in the Proxy Statement) to increase the number of authorized there are insufficient shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, (iii) to allow additional solicitation of votes in order to obtain the business Company Stockholder Approval or (iv) with the consent of Parent; provided, that no adjournment may be to a date on or after three (3) Business Days prior to the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournmentsExpiration Date.

Stockholders Meeting. (a) As The Company shall call a special meeting of its stockholders, as promptly as reasonably practicable following the Closing, but in no event later than 120 days after the effectiveness of the Registration Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock Closing (the “Parent Initial Stockholders' Meeting”), to vote on a proposal (the “Stockholder MeetingProposal”) to consider approve all, and vote not less than all, of the following: (i) an amendment to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate Certificate of incorporation (x) Incorporation to increase the number of authorized shares of Parent Common Stock and/or to a number sufficient to permit the issuance of the First Conversion Common Shares, the Second Conversion Common Shares and such number of shares of Common Stock into which the outstanding TARP Preferred Stock is to be exchanged pursuant to the applicable agreement with the U.S. Treasury, (yii) to effect the Nasdaq Reverse Split; conversion of the Series C Preferred Stock into Common Stock (for purposes of Rule 5635 of the NASDAQ Listing Rules), (iii) to elect the directors issuance and conversion of Parent as contemplated by Section 1.1(c); the Series D Preferred Stock, (iv) to effect the Reincorporation exchange of the TARP Preferred Stock for shares of Common Stock, and (v) an amendment to adopt a new equity compensation plan, in a form approved by the Company and Parent (Certificate of Incorporation that would permit the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of U.S. Treasury to vote shares of Parent Common Stock as mutually agreed upon by Parent and in excess of 9.9% of the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent total outstanding Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i)such approval of the Stockholder Proposal, (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder MattersApproval”). The Parent applicable stockholder vote required for approval of the Stockholder Proposal is a majority of the outstanding shares of Common Stock. The Board of Directors of the Company shall recommend to the Company's stockholders that such stockholders vote in favor of the Stockholder Proposal. In connection with the Initial Stockholders' Meeting, the Company shall promptly prepare and file (but in no event more than 45 days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to Initial Stockholders' Meeting to be mailed to the Company's stockholders not more than five (5) Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder 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 proxy statement or for additional information (but the Company shall not provide Purchaser with any material, nonpublic information, unless requested by Purchaser and pursuant to a written agreement regarding the confidentiality and use of such information). If at any time prior to the Initial Stockholders' Meeting there shall occur any event that is required to be held set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable after prepare and mail to its stockholders such an amendment or supplement. In the date event that Stockholder Approval is not obtained at such the Registration Statement is declared effective under Initial Stockholders' Meeting, the Securities Act, Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of its stockholders to be held no less than once in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if each subsequent four-month period beginning on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Initial Stockholders' Meeting until such approval is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient obtained. The Purchaser agrees to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient vote any shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business owned as of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the record date with respect to any meeting of stockholders of the Parent Company where the Stockholder Meeting Proposal is not postponed or adjourned more than an aggregate presented to stockholders for approval in favor of thirty (30) calendar days in connection with any postponements or adjournmentsthe Stockholder Proposal at such meeting of stockholders.

Stockholders Meeting. (a) As promptly as reasonably practicable after Subject to Section 5.3, the effectiveness Company will take, in accordance with applicable Law and its certificate of the Registration Statementincorporation and bylaws, Parent shall take all action necessary under applicable Law to duly call, give notice of of, convene and hold a meeting of the holders of Parent Common Stock Shares (including any adjournment or postponement thereof as permitted by this Section 5.4, the “Parent Stockholder Stockholders Meeting”) as promptly as reasonably practicable following clearance of the Proxy Statement by the SEC to consider and vote upon the adoption of this Agreement; provided, that the Company may postpone or adjourn to a later date the Stockholders Meeting (i) to approve this Agreement and thereby approve with the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares written consent of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation planwhich consent shall not be unreasonably withheld, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs conditioned or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (idelayed), (ii) and for the absence of a quorum, (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take to allow reasonable measures additional time to ensure that all solicit additional proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on extent the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent Company reasonably believes that (i) it will not receive proxies sufficient necessary in order to obtain the Parent Stockholder Approval, whether or not a quorum would be present is present, (iv) if required by applicable Law or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxyv) to constitute a quorum allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with outside legal counsel and subject to Section 5.3(c)) is necessary under applicable Law and for such supplemental or amended disclosure to conduct be disseminated and reviewed by the business of Company’s stockholders prior to the Parent Stockholder MeetingStockholders Meeting to the extent so determined to be necessary; provided, Parent may postpone or adjournfurther, or make one or more successive postponements or adjournments of, that in no event shall the Parent Stockholder Stockholders Meeting as long as the date of the Parent Stockholder Meeting is not be postponed or adjourned to a date that is more than an aggregate of thirty (30) calendar days after the date on which the Stockholders Meeting was originally scheduled to be held without the prior written consent of Parent. Unless there has been a Change of Recommendation pursuant to Section 5.2, the Company shall use its reasonable best efforts to lawfully obtain the Stockholder Approval, including actively soliciting proxies in connection favor of the adoption of this Agreement at the Stockholders Meeting. Unless this Agreement is terminated in accordance with its terms, the Company shall not submit to the vote of its stockholders any postponements or adjournmentsother Acquisition Proposal.

Stockholders Meeting. The Company, acting through its Board of Directors (a) As or a committee thereof), shall as promptly as reasonably practicable after the effectiveness of the Registration Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholder Meeting”) to consider and vote (i) to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding following the date on which the Company is made aware that the SEC will not review the Proxy Statement or has no further comments on the Proxy Statement, take all action required under the DGCL, the Certificate of Incorporation, the Bylaws and the applicable requirements of the NASDAQ Global Market necessary to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable a meeting of its stockholders for the sole purpose of (a) approving and adopting this Agreement and (b) if and only if required by the DGCL, the Certificate of Incorporation, the Bylaws and the applicable requirements of the NASDAQ Global Market or otherwise mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger or the transactions contemplated by a merger agreement (and not any other matters, including any Acquisition Proposal) (including any adjournment or postponement thereof, the “Stockholders Meeting”); provided that the Company may postpone, recess or adjourn such meeting (and shall postpone, recess or adjourn if requested by Parent Stockholder (but in such case the Company shall not be required to postpone, recess or adjourn the Stockholders Meeting is scheduled, Parent reasonably believes that more than twice or more than twenty (20) Business Days in the aggregate)) (i) it will not receive to the extent required by Law or fiduciary duty, (ii) to allow reasonable additional time to solicit additional proxies sufficient to the extent the Company reasonably believes necessary in order to obtain the Parent Stockholder ApprovalCompany Requisite Vote, whether or not a quorum would be present or (iiiii) it will not have sufficient shares if as of Parent Common Stock the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (whether either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Stockholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination 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 under applicable Law or fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting. Notwithstanding the foregoing, the Company may not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), postpone, recess or adjourn the Stockholder Meeting more than a total of three (3) times pursuant to clauses (ii) or (iii) of the immediately preceding sentence, and no such postponement, recess or adjournment pursuant to clauses (ii) or (iii) of the immediately preceding sentence shall be, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding twenty (20) Business Days. The Stockholder Meeting shall in no event be scheduled for later than the fortieth (40th) day following the first mailing of the Proxy Statement to the Company’s stockholders without prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). Promptly, (but in any case within five (5) Business Days) after the date of this Agreement (and thereafter, upon the reasonable request of Parent), the Company shall conduct “broker searches” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the Stockholder Meeting to be held by such date. Once the Company has established a record date for the Stockholder Meeting, the Company shall not change such record date or establish a different record date for the Stockholder Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law. The Company, acting through its Board of Directors (or a committee thereof), shall (a) include in the Proxy Statement the Recommendation (subject to Section 6.1(b)(iii)), and, subject to the consent of such Financial Advisor, the written opinion of the Financial Advisor, and (b) subject to Section 6.1(b)(iii), use its reasonable best efforts to obtain the Company Requisite Vote (it being understood that the foregoing shall not require the Board of Directors of the Company to recommend in favor of the adoption of this Agreement if a Change of Recommendation has been effected in accordance with Section 6.1(c)(ii) or Section 6.1(c)(iii)); provided that the Board of Directors of the Company may (A) fail to include the Recommendation in the Proxy Statement, (B) withdraw, modify, amend, qualify or change the Recommendation, (C) fail to recommend in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act for outstanding Shares (other than by Parent or an Affiliate of Parent), in each case, within ten (10) Business Days after the commencement thereof, it being understood and agreed that, for all purposes of this Agreement, a communication by the Board of Directors of the Company to the stockholders of the Company in accordance with Rule 14d-9(f) of the Exchange Act shall not, in and of itself, be deemed to constitute a Change of Recommendation (so long as any such disclosure does not include any statement that constitutes, and does not otherwise constitute, a Change of Recommendation), (D) adopt, approve, recommend, submit to the stockholders of the Company or declare advisable or make a recommendation other than a rejection of (or publicly proposing to adopt, approve, recommend, submit to the stockholders of the Company or declare advisable or make any recommendation other than a rejection of) any Acquisition Proposal, (E) with respect to a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act for outstanding Shares, fail to publicly reaffirm the Recommendation within ten (10) Business Days of receiving a request from Parent to provide such reaffirmation following a publicly announced Acquisition Proposal; provided, that, Parent may postpone deliver only three (3) such requests with respect to any such Acquisition Proposal or adjourn(F) formally resolve to effect or publicly announce an intention or resolution to effect any of the foregoing (any of the actions described in the foregoing clauses (A) through F), a “Change of Recommendation”), in each case solely in accordance with the terms and conditions of Section 6.1(c)(ii) or make one Section 6.1(c)(iii) and, following such Change of Recommendation, may fail to use such reasonable best efforts; provided, however, that, for the avoidance of doubt, none of (I) the determination by the Board of Directors of the Company that an Acquisition Proposal constitutes a Superior Proposal, (II) the taking of any action by the Company, its Board of Directors or more successive postponements any of its Representatives permitted by Section 6.1(b), (III) the delivery by the Company to Parent of any notice contemplated by Section 6.1(c)(ii) or adjournments ofSection 6.1(c)(iii) or (IV) the public disclosure, in and of itself, of the items in clauses (I) through (III) if required by applicable Law, will in and of itself constitute a Change of Recommendation. The Company shall, upon the reasonable request of Parent, provide Parent Stockholder Meeting as long as with regular updates, and use commercially reasonable efforts to provide at least on a daily basis on each of the last five (5) Business Days prior to the date of the Parent Stockholder Meeting is not postponed or adjourned more than an Meeting, with respect to the aggregate tally of thirty (30) calendar days in connection proxies received by the Company with any postponements or adjournmentsrespect to the Company Requisite Vote.

Stockholders Meeting. The Company shall, in accordance with applicable Legal Requirements, Nasdaq regulations and the Company’s certificate of incorporation and by-laws, (ai) As promptly as reasonably practicable after the effectiveness of the Registration Statement, Parent shall take all action necessary under applicable Law to duly call, give notice of of, convene, obtain proxies for and hold a an annual or special meeting of its stockholders for the holders purpose of Parent Common considering and approving and adopting this Agreement, the Stock Purchase Transaction, the Merger Transaction and the other transactions contemplated by this Agreement and the Ancillary Agreements (including the Appointment) (regardless of whether (a) the board of directors of the Company (x) determines at any time that this Agreement, the Stock Purchase Transaction, the Merger Transaction or any of the other transactions contemplated by this Agreement or any Ancillary Agreement are no longer advisable, or (y) recommends that the Company’s stockholders reject this Agreement, the Stock Purchase Transaction, the Merger Transaction or any of the other transactions contemplated by this Agreement or any Ancillary Agreement or (b) any Company Adverse Recommendation Change occurs) as soon as practicable following the Signing Date (and, with respect to the giving of notice, in any event, within five (5) Business Days after the date of the clearance of the Proxy Statement by the SEC) (the “Parent Company Stockholder Meeting”) and (ii) except to consider the extent expressly permitted to make a Company Adverse Recommendation Change pursuant to (and vote in compliance with) Section 8.3, include in the Proxy Statement (ias defined below) to the recommendation of the Company’s Board of Directors that the stockholders of the Company approve and adopt this Agreement and thereby approve the transactions contemplated by this Agreement and the Ancillary Agreements (including the Appointment), including, without limitation, the Stock Purchase Transaction and the Merger Transaction, and use its reasonable best efforts to obtain such approval. Buyer, the Company and certain stockholders of the Company have entered into the Voting and Support Agreement; , effective as of the Signing Date. The Company shall not postpone or adjourn the Company Stockholder Meeting except to the extent (i) Buyer has consented to such postponement or adjournment in writing, or (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Boardacting in good faith after consulting with its outside legal counsel, determines that (for avoidance of doubt, a) such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs postponement or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) and (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement adjournment is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures necessary to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything any required supplement or amendment to the contrary contained herein, if on Proxy Statement is provided to the date Company’s stockholders within a reasonable amount of time in advance of the Parent Stockholder Company Stockholders Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (ib) (x) it will not receive proxies sufficient to obtain the Parent Requisite Stockholder Approval, whether or not a quorum would will be present present, or (iiy) it will not have sufficient shares of Parent Common Stock capital stock of the Company represented (whether either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Company Stockholder Meeting, Parent may postpone or adjourn(c) such postponement or adjournment is required to comply with applicable Legal Requirements; provided, that in the case of any postponement or make one or more successive postponements or adjournments ofadjournment under clause (ii) above, the Parent Stockholder Meeting as long as the date of the Parent Company Stockholder Meeting is shall not be postponed or adjourned by more than an aggregate of thirty (30) 15 calendar days in connection other than with any postponements or adjournmentsBuyer’s prior written consent.

Stockholders Meeting. The Company, acting through its Board of Directors (a) As or a committee thereof), shall promptly as reasonably practicable after following the effectiveness date on which the Company is informed that the SEC has no further comments on the Proxy Statement (but subject to the last sentence of the Registration Statementthis Section 6.3), Parent shall take all action required under the DGCL, the Certificate of Incorporation, the Bylaws and the applicable requirements of the New York Stock Exchange necessary under applicable Law to promptly and duly call, give notice of of, convene and hold as promptly as practicable a meeting of its stockholders for the holders purpose of Parent Common Stock approving and adopting this Agreement (including any adjournment or postponement thereof, the “Parent Stockholder Stockholders Meeting”) to consider and vote ); provided that the Company may postpone, recess or adjourn such meeting solely (i) to approve this Agreement and thereby approve the transactions contemplated extent required by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i)Law, (ii) and to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote or (iii) collectivelyif as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) and voting to constitute a quorum is necessary to conduct the business of the Stockholders Meeting. The Company, the “Required Parent Stockholder Proposals”acting through its Board of Directors (or a committee thereof), and clauses (ishall, subject to Section 6.1(c), (iia) make the Recommendation and include in the Proxy Statement the Recommendation and, subject to the consent of the Financial Advisor, the written opinion of the Financial Advisor, and (b) use its reasonable best efforts to obtain the Company Requisite Vote; provided that the Board of Directors of the Company may (1) fail to include the Recommendation in the Proxy Statement, (2) withdraw, modify, qualify or change the Recommendation, (3) fail to reaffirm the Recommendation within five Business Days of a request therefor in writing by Parent following the public disclosure of an Acquisition Proposal (other than of the type referred to in the following clause (4)) with any Person other than Parent and Merger Sub; provided, however, that Parent shall be permitted to request such reaffirmation on no more than two occasions with respect to each Acquisition Proposal (which for these purposes includes any revision, amendment, update or supplement to such Acquisition Proposal), (iii4) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that any communication made in accordance with Section 6.1(c)(i), or the failure by the Company Board to take a position with respect to such tender offer or exchange offer, shall not be deemed a Change of Recommendation if such communication is made or such position is taken prior to the tenth (iv10th) Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer, subject in each case to the proviso set forth in Section 6.1(c)(i)) or (5) formally resolve to effect or publicly announce an intention or resolution to effect any of the foregoing (any of the actions described in the foregoing clauses (1) through (5) and (v) collectivelythe proviso set forth in Section 6.1(c)(i), the a “Parent Stockholder MattersChange of Recommendation”). The Parent Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited each case in connection accordance with the Parent Stockholder Meeting are solicited in compliance with all applicable Lawterms and conditions of Section 6.1(c)(iii) and Section 6.1(d) and, following such Change of Recommendation, may fail to use such reasonable best efforts. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments ofthis Agreement, the Parent Stockholder Company shall not be required to hold the Stockholders Meeting as long as the date of the Parent Stockholder Meeting if this Agreement is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournmentsvalidly terminated.

Stockholders Meeting. (a) As . The Company, acting through its Board of Directors (or a committee thereof), shall as promptly as reasonably practicable (but in any event no more than five Business Days) following the later of (a) the tenth day after the effectiveness Proxy Statement is filed with the SEC if the SEC has not informed the Company that it will review the Proxy Statement and (b) confirmation by the SEC that the SEC has no further comments on the Proxy Statement (but subject to the last sentence of the Registration Statementthis Section 6.3), Parent shall take all action required under the DGCL, the Certificate of Incorporation, the Bylaws and the applicable requirements of the New York Stock Exchange necessary under applicable Law to promptly and duly call, give notice of of, convene and hold as promptly as practicable a meeting of its stockholders for the holders purpose of Parent Common Stock approving and adopting this Agreement (including any adjournment or postponement thereof, the “Parent Stockholder Stockholders Meeting”) to consider and vote ), notwithstanding that a Change of Recommendation has been made; provided that the Company may postpone, recess or adjourn such meeting (i) to approve this Agreement and thereby approve the transactions contemplated extent required by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i)Law, (ii) and to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote or (iii) collectively, the “Required Parent Stockholder Proposals”, and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder Matters”). The Parent Stockholder Meeting shall be held if as promptly as practicable after the date that the Registration Statement is declared effective under the Securities Act, and in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on time for which the Parent Stockholder Stockholders Meeting is scheduled, Parent reasonably believes that originally scheduled (ias set forth in the Proxy Statement) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock there are insufficient Shares represented (whether either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Parent Stockholder Stockholders Meeting; provided further that the Company shall not postpone, Parent may postpone recess or adjournadjourn the Stockholders Meeting (A) pursuant to the foregoing clause (ii) for more than 10 Business Days after the date for which the Stockholders Meeting is originally scheduled without Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (B) to a date after the date that is two Business Days prior to the End Date. The Company, acting through its Board of Directors (or a committee thereof), shall, (a) include in the Proxy Statement the Recommendation (subject to Section 6.1(b)(iv)) and, subject to the consent of such Financial Advisor, the written opinion of each of the Financial Advisors, and (b) subject to Section 6.1(b)(iv), use its reasonable best efforts to obtain the Company Requisite Vote; provided that the Board of Directors of the Company shall not fail to include the Recommendation in the Proxy Statement or directly or indirectly withdraw, modify, qualify or change the Recommendation, or make one formally resolve to effect or more successive postponements publicly announce an intention to effect any of the foregoing (a “Change of Recommendation”) except in accordance with Section 6.1(c) or adjournments ofSection 6.1(d) and, following such Change of Recommendation, may fail to use such reasonable best efforts. The Company agrees that no matters shall be brought before the Stockholders Meeting other than adoption of this Agreement, any related “golden parachute” vote under Rule 14a-21(c) of the Exchange Act and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes). Notwithstanding anything to the contrary contained in this Agreement, the Parent Stockholder Company shall not be required to hold the Stockholders Meeting as long as the date if this Agreement is validly terminated. Table of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments.Contents