Common use of Stockholder Approval Clause in Contracts

Stockholder Approval. (a) As of the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change.

Stockholder Approval. (a) As The Company shall seek, and use its best efforts to obtain, on or before the date which is 90 days after the Closing Date, stockholder approval of the date issuance of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on Shares in accordance with the terms of the Notes and conditions the Warrants, which approval shall meet the requirements of Rule 713 of the AMEX set forth in this Agreementthe AMEX Company Guide (“Stockholder Approval”). The Company shall call a meeting of stockholders (the “Stockholder Meeting”) to be held within 90 days after the Closing Date, declaring the Merger advisable, shall prepare and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, file with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice SEC as promptly as practicable (practical, but in no event later than 10 Business Days) following 30 days after the date on Closing Date, preliminary proxy materials which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such mattersa proposal to seek the Stockholder Approval, and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The record date Company shall mail and distribute its proxy materials for the CCT Stockholders Stockholder Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders at least 30 days prior to the CCT Matters date of the Stockholder Meeting, shall actively solicit proxies to vote for the Stockholder Approval, and within 30 days after the Closing Date shall retain a proxy solicitation firm of recognized national standing to assist in the solicitation. The Company shall provide the Buyer an opportunity to review and comment on such proxy materials by providing (which may be by e-mail) copies of such proxy materials and any other matters required revised preliminary proxy materials to the Buyer a reasonable period of time prior to their filing with the SEC. The Company shall provide the Buyer (which may be approved by e-mail) copies of all correspondence from or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives SEC or its stockholders staff concerning the proxy materials for the Stockholder Meeting promptly after the same is sent or received by the Company and summaries of any Takeover Proposal comments of the SEC staff which the Company receives orally promptly after receiving such oral comments. The Company shall furnish to the Buyer and its legal counsel (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iiiwhich may be by e-mail) a CCT Adverse Recommendation Changecopy of its definitive proxy materials for the Stockholder Meeting and any amendments or supplements thereto promptly after the same are first used, mailed to stockholders or filed with the SEC, shall inform the Buyer of the progress of solicitation of proxies for such meeting and shall inform the Buyer of any adjournment of the Stockholder Meeting and shall report the result of the vote of stockholders on such proposition at the conclusion of the Stockholder Meeting. If the Company fails to obtain such Stockholder Approval, the Company shall call a meeting of stockholders every 90 days thereafter until such Stockholder Approval is obtained, and the Company’s seeking of such Stockholder Approval shall be conducted in accordance with the requirements of this Section 5(p)(1).

Stockholder Approval. The Company shall either (ax) As if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval (as defined below), inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the thirtieth (30th) calendar day after the Closing Date, an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of this Agreementstockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than December 31, 2022 (the “Stockholder Meeting Deadline”), a proxy statement, at the expense of the Company. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the increase of the Company’s authorized shares of common stock by an amount at least equal to the number of Warrant Shares (without regard to any limitations on exercise set forth in the Warrants) (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted Company to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything recommend to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other they approve such mattersresolutions. The record date for the CCT Stockholders Meeting Company shall be determined in prior consultation with and subject obligated to seek to obtain the prior written approval of FSIC (which prior written approval shall not be unreasonably delayedStockholder Approval by the Stockholder Meeting Deadline. If, conditioned or withheld). CCT shall use despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to obtain from CCTthe Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held on or prior to March 31, 2023. If, despite the Company’s stockholders reasonable best efforts the vote required Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to approve be held semi-annually thereafter until such Stockholder Approval is obtained. In the CCT Mattersevent Stockholder Approval is not obtained by the sixtieth (60th) calendar day following the Closing Date, then on such date, and every thirty (30) day anniversary of such date (pro-rated for partial periods), until Stockholder Approval is obtained, the terms and conditions set forth Company shall pay to each Purchaser an amount in this Agreement, includingcash equal to two percent (2%) of such Purchaser’s original Subscription Amount, subject to Section 7.7, by providing an aggregate cap on such payments to CCTeach Purchaser of twelve percent (12%) of such Purchaser’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeoriginal Subscription Amount.

Stockholder Approval. The Company shall call a special meeting of its stockholders as promptly as reasonably practicable following the Issuance Date (a) As but in any event not later than the first annual meeting of the date Company’s stockholders to be held after the Issuance Date) in order to obtain the Required Stockholder Approval. The Board shall unanimously recommend to the Company’s stockholders that such stockholders approve the issuance of this Agreementshares of Common Stock upon exercise of the B-Warrants (and, in the case of the A-Warrants, the Board issuance of Directors any Excess Shares upon exercise of CCT has adopted resolutions approving the CCT MattersA-Warrants) as set forth herein. In connection with such meeting, the Company shall promptly prepare (and the Agent and the Initial Warrant Holder will reasonably cooperate with the Company to prepare, including by furnishing the MergerCompany with all reasonably necessary information) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders. The Company shall notify the Agent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Agent with copies of all correspondence between the Company or any of its representatives, on the terms one hand, and conditions the SEC or its staff, on the other hand, with respect to such proxy statement. In all circumstances, the Company shall provide the Agent with an opportunity to review, and provide reasonable comments to the Company with respect to, any preliminary proxy statement prepared pursuant to this Section 9.05 and all supplements and amendments thereto prior to filing of the same with the SEC. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything an amendment or supplement to the contrary in Section 7.7proxy statement, CCT the Company shall submit as promptly as reasonably practicable prepare and mail to its stockholders such an amendment or supplement. Each of the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law Agent and the CCT Charter Company agrees to promptly correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the CCT Bylaws, all actions necessary to send a notice Company shall as promptly as reasonably practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable law. In the event that the Required Stockholder Approval is not obtained at such special meeting, the Company shall include a proposal to approve (and the Board will unanimously recommend approval of) such issuance and, if any Warrants shall have been exercised for Series A Preferred Stock, to approve the conversion of the Series A Preferred Stock into Common Stock, at a meeting of its stockholders no less than once per each annual period until such approval is obtained (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval Company shall not be unreasonably delayed, conditioned or withheldrequired to do so more than three times). CCT At each such meeting at which the Required Stockholder Approval is sought, each of the Company and the Agent and the Initial Warrant Holder (to the extent the Agent or the Initial Warrant Holder or any of their Affiliates then hold shares of Common Stock) shall use reasonable best efforts to obtain from CCT’s stockholders such Required Stockholder Approval, and the vote required Agent and the Initial Warrant Holder shall (to approve the CCT Matters, on extent permitted by the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation rules of the CCT Matters and including New York Stock Exchange) vote or cause to be voted any Common Stock they or their Affiliates then hold in favor of such recommendation approval and, if requested by the Company, shall deliver proxies in respect of such Common Stock to an agent designated by the Company for such purpose. The Company shall also call a special meeting of stockholders as promptly as reasonably practicable in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided event that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication Company does not have a sufficient number of authorized shares of Common Stock to CCT, its Representatives or its stockholders issue Common Stock upon exercise of all unexercised Warrants and to effect the conversion of any Takeover Proposal (including any CCT Superior Proposal)issued Series A Preferred Stock into Common Stock, in which case stockholder approval to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock shall be sought, or (ii) CCT effecting a Takeover Approval any or delivering a Notice all of the Warrants are exercised for Series A Preferred Stock, in which case stockholder approval for conversion of the Series A Preferred Stock into Common Stock shall be sought, in each case in accordance with the voting requirements set forth in the Company’s by-laws. In the event of a CCT Superior Proposal special meeting called pursuant to clause (i) or (iiiii) a CCT Adverse Recommendation Changein the immediately preceding sentence, the Company shall use its commercially reasonable efforts to obtain such stockholder approval and the Holders shall (to the extent permitted by the rules of the New York Stock Exchange) vote any Common Stock they then hold in favor of such approval.

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special meeting of stockholders of the date Company (the “Stockholder Meeting”) a proxy statement meeting the requirements of this Agreement, Section 14 of the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law Exchange Act and the CCT Charter related rules and regulations thereunder promulgated by the CCT BylawsCommission (the “Proxy Statement”) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting, all actions necessary to send a notice as which meeting shall be called promptly as practicable (but in no event later than 10 Business Days) following 90 days from the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a parthereof, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon for approval of resolutions approving the CCT Matters including Company’s issuance of all Second Closing Securities (the Merger“Stockholder Approval”) in accordance with the law and the rules and regulations of Nasdaq and the Delaware General Corporation Law, on and the terms and conditions set forth in this Agreement as well as Company shall use its reasonable efforts to solicit its stockholders’ approval of such resolutions. Notwithstanding any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval provision of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, includingno Second Closing Securities shall be issued under this Agreement to any Purchaser prior to Stockholder Approval (which, subject to Section 7.7, for this purpose shall not include the vote of any shares acquired by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation Purchaser in the Joint Proxy Statement/Prospectus Initial Closing) except in accordance with the rules and by, at interpretations of Nasdaq. The Company and the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT Purchasers shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by cooperate with one another (i) in connection with the commencementpreparation of the Proxy Statement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), and (ii) CCT effecting a Takeover Approval in taking such actions or delivering a Notice making any such filings, furnishing information required in connection with the Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. The Purchasers and their counsel shall be given no less than three Trading Days to review and comment on the Proxy Statement before that document (or any amendment thereto) is filed with the Commission, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of a CCT Superior Proposal the Purchasers and the Company shall provide the other party and its counsel with (x) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the Commission or its staff with respect to the Proxy Statement promptly after receipt of those comments or other communications and (iiiy) a CCT Adverse Recommendation Changereasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the Commission.

Stockholder Approval. The Company represents and warrants that no Stockholder Approval (aas defined below) As is required by the applicable rules of the date Principal Market or other applicable securities laws for the issuance of this Agreementany of the Amended and Restated Shares and any stockholder approval previously obtained by the Company with respect to the issuance of the Securities pursuant to the terms of the Transaction Documents will be valid and applicable to the issuance of the Amended and Restated Shares. If at any time after the Closing Date the issuance of the Amended and Restated Shares would exceed that number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or regulations of the Principal Market and the Company has not obtained the approval of its stockholder a required by the applicable rules of the Principal Market, which is sufficient to cure such breach prior to the Closing Date, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of the Amended and Restated Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the " Stockholder Meeting"), which shall be promptly called and held not later than 45 days after the earlier of (i) the Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the Principal Market on the issuance of Amended and Restated Shares (the "Stockholder Meeting Deadline"), a proxy statement, substantially in the form which has been previously reviewed by the Investor and Xxxxxxx Xxxx & Xxxxx LLP, at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions providing for the Company's issuance of all of the Amended and Restated Shares as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted Company to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything recommend to the contrary in Section 7.7, CCT stockholders that they approve such resolutions. The Company shall submit be obligated to use its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a partreasonable best efforts, to convene obtain the CCT Stockholders MeetingStockholder Approval by the Stockholder Meeting Deadline. If, as promptly as practicable thereafter, to consider and vote upon approval of despite the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to obtain from CCT’s stockholders the vote required Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve be held each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation Directors of the CCT Matters Company does not recommend to the stockholders that they approve such resolutions at any such Stockholder Meeting and including such recommendation in the Joint Proxy Statement/Prospectus Stockholder Approval is not obtained, or the Amended and byRestated Notes are no longer outstanding, at the request of FSIC, postponing or adjourning the CCT Stockholders Company shall cause an additional Stockholder Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover held each calendar quarter thereafter until such Stockholder Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeis obtained.

Stockholder Approval. Immediately after the execution of this Agreement and in lieu of calling a stockholders meeting, the Company shall use its reasonable best efforts to deliver to the Purchaser an irrevocable stockholder written consent (athe “Stockholder Written Consent”) As executed by the Founder Stockholders (who will then collectively hold a majority of the date Company’s issued and outstanding Company Common Stock) adopting resolutions to approve: (i) the conversion of the Company Preferred Stock to the Company Common Stock; (ii) issuance of Company Common Stock upon exercise of the Warrants; and (iii) the proxy, board representation and voting rights set forth in the Shareholder Agreement and Investor Rights Agreement (collectively, the “Stockholder Proposal”). The Company represents that the Stockholder Written Consent shall be sufficient to approve the Stockholder Proposal without requiring any additional written consent from other stockholders or convening any stockholders meeting to vote on the Stockholder Proposal pursuant to the applicable Law, certificate of incorporation and/or bylaws of the Company. If such Stockholder Written Consent is not delivered to the Purchaser within one (1) calendar day following the execution of this Agreement, Purchaser shall have the Board right to terminate this Agreement pursuant to Section 6.01(b) herein. The Company shall, in accordance with applicable Law, mail to any stockholder of Directors of CCT has adopted resolutions the Company that did not execute the Stockholder Written Consent approving the CCT Matterstransactions contemplated hereby, including notice of such Stockholder Written Consent as required by Section 228 of the Merger, on Delaware Corporation Law. The Company shall promptly prepare (and the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, Purchaser will reasonably cooperate with the recommendation that Company to prepare) and file (but in no event more than sixty (60) days following the CCT stockholders approve Closing) with the same. Notwithstanding anything SEC a preliminary information statement relating to the contrary in Section 7.7Stockholder Written Consent, CCT shall submit respond to any comments of the SEC or its stockholders staff to as promptly as practicable for the CCT Matters on purpose of clearing the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out Company’s information statement with the Transactions. In furtherance of that obligation, CCT shall take, SEC in accordance with applicable Law and satisfaction of any other regulatory requirements, and cause a definitive information statement related to such Stockholder Written Consent to be mailed to the CCT Charter and the CCT Bylaws, all actions necessary to send a notice Company’s stockholders as promptly as practicable (but after clearance by the SEC. The Company agrees that each information statement referred to in no event later than 10 Business Days) following this Section 4.10, when mailed to the Company’s stockholders, shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and that none of the information included or incorporated by reference in any such information statement will, at the date on which it is mailed to the SEC declares stockholders of the Registration Statement effective Company, or at the time of which the Joint Proxy Statement/Prospectus forms a partany amendment or supplement thereof, to convene the CCT Stockholders Meetingbest of Company’s knowledge contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except for statements made in such information statement based exclusively on information supplied in writing by or on behalf of the Purchaser specifically and explicitly for inclusion or incorporation by reference therein. The Purchaser and the Company agree promptly to correct any information provided by it or on its behalf for use in the information statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable thereafterprepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Purchaser prior to mailing any such information statement, or any amendment or supplement thereto, and provide the Purchaser with a reasonable opportunity to consider comment thereon. The Company shall promptly notify the Purchaser upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to any information statement and vote upon shall provide the Purchaser with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. The Stockholder Written Consent shall become effective twenty (20) calendar days following the distribution of such information statement to the Company’s stockholders (the “Stockholder Approval”), and the Company shall ensure that the Stockholder Approval is obtained within one hundred eighty (180) days following Closing. In the event that the Company is unable to obtain, as a matter of Law, the approval of the CCT Matters including transactions contemplated under this Agreement by Company stockholders through the Merger, on Stockholder Written Consent and the terms and conditions set forth mailing of the information statement to Company stockholders as contemplated under the provisions in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC Section 4.10 above within one hundred eighty (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by180) days following Closing, at the request of FSICthe Purchaser, postponing or adjourning the CCT Stockholders Meeting to obtain Company shall immediately call and hold a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent meeting of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders and include a proposal to approve (and, the CCT Matters and any other matters required to be approved or adopted by Board of Directors shall recommend approval of) the Stockholder Proposal at its stockholders meeting no less than once in order to carry out each three (3)-month period beginning on the Transactionsone hundred eightieth (180) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, days following Closing until stockholders approve Stockholder Proposal in its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeentirety.

Stockholder Approval. (a) As of the date of this Agreement, the GCIC Board of Directors of CCT has adopted resolutions approving the CCT GCIC Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT GCIC Matters, including the Merger, be submitted to CCTGCIC’s stockholders for their consideration, with the recommendation that the CCT GCIC stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT GCIC shall submit to its stockholders the CCT GCIC Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT GCIC shall take, in accordance with applicable Law and the CCT GCIC Charter and the CCT GCIC Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT GCIC Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT GCIC Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT GCIC Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC GBDC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT GCIC shall use reasonable best efforts to obtain from CCTGCIC’s stockholders the vote required to approve the CCT GCIC Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCTGCIC’s stockholders the CCT Board of Directors’ GCIC Board’s recommendation of the CCT GCIC Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICGBDC, postponing or adjourning the CCT GCIC Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT GCIC shall not postpone or adjourn the CCT GCIC Stockholders Meeting for any other reason without the prior written consent of FSIC GBDC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCTGCIC’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT GCIC Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTGCIC, its Representatives or its stockholders of any Takeover Proposal (including any CCT GCIC Superior Proposal), (ii) CCT GCIC effecting a Takeover Approval or delivering a Notice of a CCT GCIC Superior Proposal or (iii) a CCT GCIC Adverse Recommendation Change.

Stockholder Approval. (a) As of the date of this Agreement, the Board of Directors Governors of CCT each Company has adopted resolutions approving the CCT Applicable Matters, including the MergerMerger 1A (with respect to FSIC III), Merger 2A (with respect to CCT II) and Merger 3A (with respect to FSIC IV), on the terms and conditions set forth in this Agreement, declaring Merger 1A (in the case of FSIC III), Merger 2A (in the case of CCT II) and Merger 3A (in the case of FSIC IV) advisable, and directing that the CCT Applicable Matters, including Merger 1A (in the Mergercase of FSIC III), Merger 2A (in the case of CCT II), and Merger 3A (in the case of FSIC IV), be submitted to CCTsuch Company’s stockholders for their consideration, with the recommendation that the CCT such stockholders approve the same. Notwithstanding anything to the contrary in Section 7.77.6, CCT each Company shall submit to its stockholders the CCT Applicable Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT each Company shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylawsits Governing Documents, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Applicable Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the MergerApplicable Matters, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Applicable Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC the other parties to this Agreement (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Each Company shall use reasonable best efforts to obtain from CCT’s its stockholders the vote required to approve the CCT Applicable Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.77.6, by providing to CCT’s its stockholders the CCT its Board of DirectorsGovernors’ recommendation of the CCT Applicable Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICthe other parties to this Agreement, postponing or adjourning the CCT Applicable Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT no Company shall not postpone or adjourn the CCT Applicable Stockholders Meeting for any other reason without the prior written consent of FSIC the other parties to this Agreement (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCTeach Company’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Applicable Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTsuch Company, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT such Company effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT an Adverse Recommendation Change.

Stockholder Approval. (a) As of the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT The Acquiror shall take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of its stockholders (the CCT Charter “Stockholders Meeting”) no later than the first anniversary of the Closing, and to submit the Conversion Proposal to its stockholders for approval. The board of directors of the Acquiror has unanimously adopted a resolution to recommend to its stockholders that such stockholders vote in favor of the Conversion Proposal. In connection with the Stockholders Meeting, the Acquiror shall prepare and file with the SEC a preliminary proxy statement, shall use its commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to its stockholders in a timely manner after clearance thereof by the SEC, and shall use its commercially reasonable efforts to solicit proxies for such stockholder approval. The Acquiror shall notify the Seller and the CCT BylawsParent promptly of the receipt of any comments from the SEC or its staff with respect to the Conversion Proposal and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Seller and the Parent with copies of all correspondence between the Acquiror or any of its representatives, all actions necessary on the one hand, and the SEC or its staff, on the other hand, with respect to send a notice the Conversion Proposal, including copies of the preliminary and definitive proxy statements and 114 other proxy material relating to the Conversion Proposal. If at any time prior to the Stockholders Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Acquiror shall as promptly as reasonably practicable (but in no event later than 10 Business Days) following prepare and mail to its stockholders such an amendment or supplement. Each of the date on which Seller and the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, Acquiror agrees as promptly as reasonably practicable thereafter, to consider correct any information provided by it or on its behalf for use in the proxy statement if and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval extent that such information shall not be unreasonably delayedhave become false or misleading in any material respect, conditioned or withheld). CCT and the Acquiror shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms as promptly as reasonably practicable prepare and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit mail to its stockholders an amendment or supplement to correct such information to the CCT Matters extent required by applicable Laws. The Acquiror shall consult with the Seller and the Parent prior to filing such proxy statement, or any amendment or supplement thereto, and provide the Seller and the Parent with a reasonable opportunity to comment thereon; provided, however, that the Acquiror shall retain the right to determine the final content of such proxy statement and any amendment or supplement thereto. The Seller and the Parent agree to promptly furnish the Acquiror all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters required to as may be approved reasonably necessary or adopted by its stockholders advisable in order to carry out connection with the Transactions) shall not be affected by (i) proxy statement in connection with the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeStockholders Meeting.

Stockholder Approval. (a) As of the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT unless the GSBD Board has withdrawn the GSBD Board Recommendation in compliance with Section 7.7, GSBD shall submit to its stockholders this Agreement and the CCT other GSBD Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that such obligation, CCT GSBD shall take, in accordance with applicable Law and the CCT GSBD Charter and the CCT GSBD Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT GSBD Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon the adoption of this Agreement and the approval of the CCT Matters including the Mergerother GSBD Matters, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT GSBD Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC MMLC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Unless the GSBD Board has withdrawn the GSBD Board Recommendation in compliance with Section 7.7, GSBD shall use reasonable best efforts to obtain from CCTGSBD’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this AgreementGSBD Requisite Vote, including, subject to Section 7.7, by providing to CCTGSBD’s stockholders the CCT GSBD Board of Directors’ recommendation Recommendation of the CCT GSBD Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICMMLC, postponing or adjourning the CCT GSBD Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT GSBD shall not postpone or adjourn the CCT GSBD Stockholders Meeting for any other reason without the prior written consent of FSIC MMLC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoingforegoing but subject to GSBD’s right to terminate this Agreement pursuant to Section 9.1, CCTGSBD’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT GSBD Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTGSBD, its Representatives or its stockholders of any Takeover Proposal (including any CCT GSBD Superior Proposal), or (ii) CCT GSBD effecting a Takeover Approval or delivering a Notice of a CCT GSBD Superior Proposal or (iii) a CCT Adverse Recommendation ChangeProposal.

Stockholder Approval. (a) As of the date of this AgreementCompany agrees to take, in accordance with applicable Law, the Board Articles of Directors Incorporation of CCT has adopted resolutions approving Company and the CCT MattersBylaws of Company, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted all action necessary to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to convene a meeting of its stockholders to consider and vote upon the CCT Matters on the terms and conditions set forth in approval of this Agreement and any other matters required to be approved or adopted by its Company’s stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval permit consummation of the CCT Matters including the Merger, on the terms and conditions set forth in transactions contemplated by this Agreement as well as (including any other such matters. The record date for adjournment or postponement, the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including“Company Meeting”) and, subject to Section 7.75.09, shall take all lawful action to solicit stockholder approval, including by providing communicating to CCT’s its stockholders the CCT Board of Directors’ its recommendation of the CCT Matters (and including such recommendation in the Joint Proxy Statement/-Prospectus) that they approve this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”) and shall not make a Company Adverse Recommendation Change, except in accordance with this Section 5.04. Company shall engage a proxy solicitor reasonably acceptable to Buyer to assist in the solicitation of proxies from stockholders relating to the Requisite Company Stockholder Approval. However, subject to Section 7.01 and Section 7.02, if the board of directors of Company, in response to (1) a Company Intervening Event or (2) a Company Superior Proposal, in each case, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend this Agreement and the Merger, then, prior to the receipt of the Requisite Company Stockholder Approval, in submitting this Agreement and the Merger to its stockholders, the board of directors of Company may withhold or withdraw or modify or qualify in a manner adverse to Buyer the Company Board Recommendation or may submit this Agreement and the Merger to its shareholders without recommendation (each, a “Company Adverse Recommendation Change”) (although the resolutions approving this Agreement as of 57 the date hereof may not be rescinded or amended), in which event the board of directors of Company may communicate the basis for its Company Adverse Recommendation Change to its stockholders, including in the Joint Proxy Statement-Prospectus or an appropriate amendment or supplement thereto; provided, that the board of directors of Company may not take any actions under this sentence (including effecting a Company Adverse Recommendation Change) unless (i) it gives Buyer at least four (4) Business Days’ prior written notice of its intention to take such action and bya reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the board of directors of Company in response to a Company Superior Proposal, the latest material terms and conditions and the identity of the third party in any such Company Superior Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the request end of FSICsuch notice period, postponing the board of directors of Company takes into account any amendment or adjourning modification to this Agreement proposed by Buyer and after receiving the CCT Stockholders advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend this Agreement and the Merger. Any material amendment to any Company Superior Proposal will be deemed to be a new Company Superior Proposal for purposes of this Section 5.04(a) and will require a new notice period as referred to in this Section 5.04(a). Company agrees to use commercially reasonable efforts to convene the Company Meeting as soon as practicable after the Registration Statement becomes effective. Except with the prior approval of Buyer or as required by applicable Law, no other matters shall be submitted for the approval of Company stockholders at the Company Meeting. Except in accordance with the terms of this Section 5.04(a), Company’s board of directors shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the stockholders of Company and shall not withhold, withdraw, amend, or modify their recommendation in any manner adverse to Buyer or take any other action or make any other public statement inconsistent with their recommendation. Notwithstanding any Company Adverse Recommendation Change, Company shall submit this Agreement to its stockholders for their consideration at the Company Meeting and nothing in this Agreement shall relieve Company of the obligation to do so. In the event that there is present at the Company Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Stockholder Approval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that failure to do so would reasonably be likely to result in a breach of the U.S. federal securities Laws or fiduciary duties of Company’s board of directors. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by Buyer. Company shall adjourn or postpone the Company Meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting, Company has not received proxies representing a sufficient number of shares necessary to obtain a quorum the Requisite Company Stockholder Approval. Company shall only be required to adjourn or solicit additional proxies; provided that CCT postpone the Company Meeting two (2) times, for aggregate adjournments or postponements not exceeding sixty (60) calendar days, pursuant to the immediately preceding sentence of this Section 5.04(a) and any further adjournments or postponements of the Company Meeting shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without require the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeBuyer.

Stockholder Approval. (a) As of the date of this AgreementSigning Date, the BCIC Board of Directors of CCT has adopted resolutions approving the CCT BCIC Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, advisable and directing that the CCT BCIC Matters, including the Merger, be submitted to CCTBCIC’s stockholders for their consideration, with the recommendation that the CCT BCIC stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT unless this Agreement is terminated pursuant to a BCIC Superior Proposal Termination, BCIC shall submit to its stockholders the CCT BCIC Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT BCIC shall take, in accordance with applicable Law and the CCT Charter BCIC Certificate and the CCT BCIC Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 5 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT BCIC Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT BCIC Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT BCIC Stockholders Meeting shall be determined in prior consultation with and subject to TCPC. Unless the prior written approval of FSIC (which prior written approval shall not be unreasonably delayedBCIC Board has made a BCIC Adverse Recommendation Change, conditioned or withheld). CCT BCIC shall use reasonable best efforts to obtain from CCTBCIC’s stockholders the vote required to approve the CCT BCIC Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCTBCIC’s stockholders the CCT Board of Directors’ BCIC Board’s recommendation of the CCT BCIC Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICTCPC, postponing or adjourning the CCT BCIC Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT BCIC shall not postpone or adjourn the CCT BCIC Stockholders Meeting for any other reason without the prior written consent of FSIC TCPC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCTunless this Agreement is terminated pursuant to a BCIC Superior Proposal Termination, BCIC’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the TransactionsBCIC Matters) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTBCIC, its Representatives or its stockholders of any Takeover Proposal (including any CCT BCIC Superior Proposal), (ii) CCT BCIC effecting a Takeover Approval or delivering a Notice of a CCT BCIC Superior Proposal or (iii) a CCT BCIC Adverse Recommendation Change.

Stockholder Approval. (a) As of the date of this Agreement, the The Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall Company will submit to its stockholders the CCT Matters on the terms and conditions set forth plan of merger contained in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactionsintentions of this Agreement. In furtherance of that obligation, CCT shall Company will take, in accordance with applicable Law law and the CCT Charter Company Certificate and the CCT Company Bylaws, all actions action necessary to send convene a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective meeting of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meetingits stockholders, as promptly as practicable thereafterpracticable, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement plan of merger as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval Board of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall Directors of Company will use all reasonable best efforts to obtain from CCT’s its stockholders a vote approving and adopting the vote required to approve the CCT Matters, on the terms and conditions set forth plan of merger contained in this Agreement. However, including, subject to Section 7.7, by providing to CCT’s stockholders if the CCT Board of Directors’ Directors of Company, after consultation with (and based on the advice of) counsel, determines in good faith that, because of special circumstances (it being agreed that such special circumstances will include, for purposes of this Agreement, the receipt by Company of an Acquisition Proposal that the Board of Directors of Company concludes in good faith constitutes a Superior Proposal), it would be reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to Company’s stockholders, the Board of Directors of Company may submit this Agreement to its stockholders without recommendation (although the resolutions adopting this Agreement as of the CCT Matters and including such date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy Statement/Prospectus and by, at Statement or an appropriate amendment or supplement thereto to the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxiesextent required by law; provided that CCT shall Company may not postpone take any actions under this sentence until after giving Purchaser at least two business days to respond to any such Acquisition Proposal or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC circumstances giving rise to such particular proposed action (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality and after giving Purchaser notice of the foregoinglatest material terms, CCT’s obligations pursuant conditions and identity of the third party in any such Acquisition Proposal or describe in reasonable detail such other circumstances) and then taking into account any amendment or modification to this Agreement proposed by Purchaser (it being agreed that Section 7.3(a) (including its obligation to submit to its stockholders 2 of the CCT Matters and any other matters required to be approved Confidentiality Agreement will not preclude such a response or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change.

Stockholder Approval. (a) As The Company shall file with the SEC and provide each stockholder of the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, Company with an information statement complying with the recommendation that requirements of the CCT stockholders approve the same. Notwithstanding anything 1934 Act, in a form reasonably acceptable to the contrary in Section 7.7Buyers after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, CCT shall submit to its informing such stockholders of the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, actions taken in accordance with applicable Law the Resolutions and the CCT Charter and Stockholder Approval (each as defined below). In addition to the CCT Bylawsforegoing, all actions necessary if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to send vote at a notice special or annual meeting of the stockholders of the Company (a “Stockholder Meeting”), which shall be called as promptly as practicable (after the date hereof, but in no event later than 10 Business Daysninety (90) following days after the Closing Date (the “Stockholder Meeting Deadline”), a proxy statement, in a form reasonably acceptable to the Buyers after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for (i) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Bylaws and the rules and regulations of the Principal Market and (ii) to remove any restrictions imposed by the Principal Market on such Securities (such affirmative approval, whether obtained by written consent or at a Stockholder Meeting, being referred to herein as the “Stockholder Approval” and the date on which such approval is obtained, the SEC declares “Stockholder Approval Date”), and the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Company shall use its reasonable best efforts to obtain from CCT’s solicit its stockholders’ approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders the vote required to that they approve the CCT MattersResolutions. The Company shall be obligated to seek to obtain the Stockholder Approval as soon as practicable, on but in no event later than the terms and conditions set forth in this AgreementStockholder Meeting Deadline. If, includingdespite the Company’s reasonable best efforts, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, Stockholder Approval is not obtained at the request of FSICStockholder Meeting, postponing or adjourning the CCT Stockholders Company shall cause an additional Stockholder Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover held each calendar quarter thereafter until Stockholder Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeis obtained.

Stockholder Approval. (a) As of the date of this Agreement, the Company Board (on the recommendation of Directors the Company Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of CCT has the Mergers and the related Transactions are advisable, fair to and in the best interests of the Company and its stockholders and (B) the interests of the Company’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted resolutions approving and declared advisable this Agreement and the CCT Matters, Transactions (including the MergerMerger and other Company Matters), on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing (iii) directed that the CCT Matters, including approval of the Merger, Company Matters be submitted to CCTthe Company’s stockholders for their consideration, with at the recommendation Company Stockholders Meeting and (iv) resolved to recommend that the CCT stockholders of the Company approve the sameCompany Matters. Notwithstanding anything to the contrary in Section 7.77.6, CCT the Company shall submit to its stockholders the CCT Company Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT the Company shall take, in accordance with applicable Law and the CCT Company Charter and the CCT Company Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 five (5) Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Company Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including proposal to approve the MergerCompany Matters, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Company Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld)Acquiror. CCT The Company shall use reasonable best efforts to obtain from CCTthe Company’s stockholders the vote required Company Requisite Vote to approve the CCT Company Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.77.6, by providing to CCTthe Company’s stockholders the CCT Board of Directors’ recommendation of the CCT Company Board that the stockholders of the Company approve the Company Matters (the “Company Recommendation”) and including such recommendation the Company Recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICthe Acquiror, postponing or adjourning the CCT Company Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT the Company shall not postpone or adjourn the CCT Company Stockholders Meeting for any other reason without the prior written consent of FSIC the Acquiror (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is terminated in accordance with its terms, the generality obligations of the foregoing, CCT’s obligations Company pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters shall continue in full force and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) effect and such obligations shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTthe Company, its Representatives or its stockholders of any Takeover Proposal (including any CCT whether or not a Company Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change.

Stockholder Approval. (a) As of Following the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT MattersRegistration Statement is declared effective by the SEC, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT Charter shall take, in accordance with applicable Law and the CCT Charter Articles and the CCT Charter Bylaws, all actions action necessary to send convene a notice special meeting of its stockholders as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon the approval of this Agreement and the CCT Matters transactions contemplated hereby (including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its Charter’s stockholders in order to carry out permit consummation of the Transactions) shall not be affected by (i) Merger and the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal transactions contemplated hereby (including any CCT Superior Proposal)adjournment or postponement thereof, the “Charter Meeting”) and shall take all lawful action to solicit such approval by such stockholders. Charter shall use its commercially reasonable efforts to obtain the Requisite Charter Stockholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Charter Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Charter in connection with the Charter Meeting are solicited in compliance with the MGCL, the Charter Articles and Charter Bylaws, and all other applicable legal requirements. Except with the prior approval of CenterState, other than the items noted above and the submission for approval of the compensation payable to Charter’s executive officers in connection with the Merger as required by the rules of the SEC, no other matters shall be submitted for the approval of Charter stockholders at the Charter Meeting. Except to the extent provided otherwise in Section 5.09, the board of directors of Charter shall at all times prior to and during the Charter Meeting recommend approval of this Agreement by the stockholders of Charter and the transactions contemplated hereby (iiincluding the Merger) CCT effecting and any other matters required to be approved by Charter’s stockholders for consummation of the Merger and the transactions contemplated hereby (the “Charter Recommendation”) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a Takeover Approval manner adverse in any respect to the interests of CenterState or delivering a Notice of a CCT Superior Proposal take any other action or (iii) a CCT Adverse Recommendation Changemake any other public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include the Charter Recommendation. In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Charter Stockholder Approval, Charter will not adjourn or postpone the Charter Meeting unless Charter is advised by counsel that it is reasonably necessary to take such actions to comply with its fiduciary duties. Charter shall keep CenterState updated with respect to the proxy solicitation results in connection with the Charter Meeting as reasonably requested by CenterState.

Stockholder Approval. (a) As The Company shall provide to each stockholder entitled to vote at a special meeting or the next annual meeting of stockholders of the date of this AgreementCompany (as applicable, the Board “Stockholder Meeting”), which shall be held as soon as reasonably possible following the mailing of Directors the proxy statement to the stockholders of CCT has adopted resolutions approving the CCT MattersCompany in respect thereof (the “Approval Proxy Statement”), including a copy of the MergerApproval Proxy Statement, on at the terms expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of a proposal providing for issuance of the maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares, in each case in compliance with the rules and conditions set forth in this Agreementregulations of the Principal Market, declaring the Merger advisableCertificate of Incorporation of the Company, the Bylaws of the Company and applicable law (collectively, the “Stockholder Approval”). In connection with the Stockholder Meeting, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following February 15, 2019, the date on which Company shall, in consultation with the SEC declares Holders, prepare and file with the Registration SEC, the preliminary Approval Proxy Statement effective and related proxy materials in compliance with Section 14 of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as 1934 Act. As reasonably promptly as practicable thereafterafter comments, if any, are received from the SEC thereon and after the furnishing by the Company and the Holders of all information required to consider be contained therein, the Company shall, in consultation with the Holders, prepare and vote upon approval the Company shall file any required amendments to the Approval Proxy Statement with the SEC. The Company shall notify the Holders reasonably promptly of the CCT Matters including receipt of any comments from the MergerSEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Approval Proxy Statement or for additional information and shall consult with the Holders regarding, and supply the Holders with copies of, all correspondence between the Company or any of its representatives, on the terms one hand, and conditions set forth in this Agreement as well as the SEC or its staff, on the other hand, with respect to the Approval Proxy Statement. Prior to filing or mailing the initial Approval Proxy Statement or any other proposed amendment of or supplement to the Approval Proxy Statement, the Company shall provide the Holders a reasonable opportunity to review and comment on such mattersdocument and shall incorporate therein any reasonable comments of the Holders thereto. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Company shall use reasonable its best efforts to obtain from CCT’s have the Approval Proxy Statement cleared by the SEC and shall thereafter mail to the stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters Company as reasonably promptly as possible the Approval Proxy Statement and including such recommendation in all other proxy materials for the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeStockholder Meeting.

Stockholder Approval. (a) As of Not later than the date of this Agreement, fifth Business Day after the Board of Directors of CCT has adopted resolutions approving Registration Statement is declared effective under the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable Securities Act (but in no event later than 10 Business Daysbefore (1) following the date on which information statement contained in the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms shall have been delivered to Merger Partner’s stockholders and (2) the Registration Statement shall have been declared effective), Merger Partner shall solicit the Merger Partner Stockholder Approval by the Written Consents (in a part, form reasonably acceptable to convene Public Company) to be executed and delivered by Merger Partner’s stockholders for the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider purposes of (i) evidencing the adoption of this Agreement and vote upon the approval of the CCT Matters including Merger and the Mergerother transactions contemplated hereby, on (ii) acknowledging that the terms approval given thereby is irrevocable and conditions set forth that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 14A:11-1 of the BCA, a copy of which was attached to the Written Consent, and that such stockholder has received and read a copy of Section 14A:11-1 through 14A:11-11 of the BCA and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in this Agreement as well as connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under the BCA. In connection with the Merger Partner Stockholder Approval, Merger Partner shall comply with all disclosure and other obligations to its stockholders under the BCA and any other such mattersapplicable laws. The record date for the CCT Stockholders Meeting Merger Partner shall be determined in prior consultation with take all action that is both reasonable and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts lawful to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld)Merger Partner Stockholder Approval. Without limiting the generality of the foregoing, CCT’s Merger Partner agrees that its obligations pursuant to under this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions6.5(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders Merger Partner of any Takeover Acquisition Proposal (including any CCT Superior Proposal)or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner’s stockholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company and, (ii) CCT effecting a Takeover Approval or delivering a Notice except in the case of a CCT Superior Proposal or (iii) a CCT Adverse Merger Partner Board Recommendation Change, any solicitation or similar disclosure, if the Merger Partner Stockholder Approval has not already been obtained, shall include the recommendation of Merger Partner Board that it is in favor of adoption of this Agreement and approval of the Merger.

Stockholder Approval. 9.1 The Company hereby agrees to seek the (ai) As the Future Purchaser Warrant Stockholder Approval, (ii) the Warrant Exercise Price Reductions Stockholder Approval, (iii) the Increase in Warrant Coverage Stockholder Approval, (iv) the Additional Commitment Shares Stockholder Approval, (v) the Conversion Shares Approval, and (vi) Reverse Stock Split Approval (collectively, the “Second Amendment Stockholder Approval Matters”) at a special meeting of the date of this AgreementCompany’s stockholders (such meeting, the Board “Stockholder Meeting”) to be held on or on or before February 20, 2023 (such date, the “Stockholder Approval Outside Date”). The Company shall file a preliminary proxy statement for the Stockholder Meeting and shall hold the Stockholder Meeting for the purpose of Directors obtaining the approval of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCTCompany’s stockholders for their considerationof the matters contemplated by the Second Amendment Stockholder Approval Matters, with the recommendation of the Company’s board of directors to the Company’s stockholders that such stockholders vote in favor of the CCT stockholders proposals to approve the same. Notwithstanding anything to matters contemplated by the contrary in Section 7.7Second Amendment Stockholder Approval Matters, CCT and the Company shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by solicit proxies from its stockholders in order to carry out connection therewith in the Transactionssame manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals. In furtherance of that obligation, CCT shall take, in accordance with applicable Law the Company’s bylaws and the CCT Charter and Listing Rules, the CCT Bylaws, all actions necessary voting standard at the Stockholder Meeting for the proposals to send a notice as promptly as practicable approve the matters contemplated by the Second Amendment Stockholder Approval Matters (but in no event later other than 10 Business Daysthe Reverse Stock Split Approval) following will be the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and affirmative vote upon approval of the CCT Matters including majority of shares present in person or represented by proxy at the Merger, meeting and entitled to vote on the terms subject matter, and conditions set forth in this Agreement with respect to the matters contemplated by the Reverse Stock Split Approval will be the affirmative vote of the majority of the outstanding shares of the Company’s common stock as well as any other such matters. The of the record date for the CCT Stockholders Stockholder Meeting. Further and in accordance with the Listing Rules, Purchaser and its Affiliates will be permitted to vote all shares of the Company’s common stock owned by them as of the record date for the Stockholder Meeting shall be determined in prior consultation with and subject (but, for the avoidance of doubt, excluding any shares of the Company’s common stock issuable pursuant to this Amendment) at such meeting on the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required proposals to approve the CCT Second Amendment Stockholder Approval Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change.

Stockholder Approval. (a) As of the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted The Company agrees to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Company Charter and the CCT Company Bylaws, all actions action necessary to send a notice convene as promptly soon as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares after the Registration Statement is declared effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider (and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth will in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall event use reasonable best efforts to convene such meeting no later than forty-five (45) days after the Registration Statement is declared effective), a special meeting or meetings of its stockholders duly called and held for such purposes (the “Company Meeting”) to consider and to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject Company Stockholder Approval. Subject to Section 7.75.06(c), the Company Board shall at all times prior to and during such special meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by providing to CCT’s its stockholders (the CCT “Company Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheldRecommendation”). Without limiting the generality of the foregoing, CCTunless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s obligations pursuant stockholders at the Company Meeting whether or not (x) the Company’s Board of Directors shall have effected a Company Change of Recommendation or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Meeting (A) if, as of the time for which the Company Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement, or (C) after consultation with Parent, for a single period not to exceed ten Business Days, to solicit additional proxies if necessary to obtain the Company Stockholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Meeting once for a period not to exceed 30 calendar days (but prior to the date that is four Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Stockholder Approval. Once the Company has established a record date for the Company Meeting, the Company shall not change such record date or establish a different record date for the Company Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Charter or the Company Bylaws or in connection with a postponement or adjournment of the Company Meeting permitted by this Section 7.3(a) 5.04. Without the prior written consent of Parent, approval of the principal terms of this Agreement and the transactions contemplated hereby (including its obligation the Merger) shall be the only matter (other than matters of procedure (including a customary adjournment proposal to submit solicit additional proxies if necessary to its stockholders obtain the CCT Matters Company Stockholder Approval) and any other matters required by applicable Law to be approved or adopted voted on by its the Company’s stockholders in order connection with the approval of this Agreement and the transactions contemplated hereby) that the Company shall propose to carry out be acted on by the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changethe Company at the Company Meeting.

Stockholder Approval. (a) As of Notwithstanding anything to the date of this Agreementcontrary in Section 7.7, GBDC 3 shall submit to its stockholders the Board of Directors of CCT has adopted resolutions approving the CCT GBDC 3 Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT GBDC 3 shall take, in accordance with applicable Law and the CCT GBDC 3 Charter and the CCT GBDC 3 Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT GBDC 3 Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters proposal to approve the GBDC 3 Matters, including the Merger, on the terms and conditions set forth in this Agreement Agreement, as well as any other such matters. The record date for the CCT GBDC 3 Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC GBDC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Unless the GBDC 3 Board has withdrawn the GBDC 3 Board Recommendation in compliance with Section 7.7, GBDC 3 shall use reasonable best efforts to obtain from CCTGBDC 3’s stockholders the vote required to approve the CCT MattersGBDC 3 Requisite Vote, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, including by providing to CCTGBDC 3’s stockholders the CCT GBDC 3 Board of Directors’ recommendation of the CCT Matters Recommendation and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICGBDC, postponing or adjourning the CCT GBDC 3 Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT GBDC 3 shall not postpone or adjourn the CCT GBDC 3 Stockholders Meeting for any other reason without the prior written consent of FSIC GBDC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoingforegoing but subject to GBDC 3’s right to terminate this Agreement pursuant to Section 9.1, CCTGBDC 3’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT GBDC 3 Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTGBDC 3, its Representatives or its stockholders of any Takeover Proposal (including any CCT GBDC 3 Superior Proposal), ) or (ii) CCT GBDC 3 effecting a Takeover Approval or delivering a Notice of a CCT GBDC 3 Superior Proposal or (iii) a CCT GBDC 3 Adverse Recommendation Change.. 52

Stockholder Approval. (a) As of promptly as reasonably practicable following the date of this Agreement, and in any event within five (5) Business Days, the Board Company shall prepare and file with the SEC a preliminary proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) relating to the approval by the stockholders of Directors the Company of CCT has adopted resolutions approving the CCT Matterstransactions contemplated by the Transaction Documents, including the Merger, on Company’s issuance of the terms and conditions set forth Securities as described in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall takeTransaction Documents, in accordance with applicable Law and the CCT Charter rules and regulations of Nasdaq (such approval, the “Stockholder Approval”). Each of the Company and Investor shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement, and each covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act and the CCT Bylaws, all actions necessary rules and regulations promulgated thereunder. Each of the Company and Investor shall use its reasonable best efforts to send a notice respond as promptly as reasonably practicable to any comments of the SEC with respect to the Proxy Statement. Within three (but in no event later than 10 3) Business DaysDays of the earlier of (i) following the date on which the Company learns, orally or in writing, that the Proxy Statement will not be reviewed by the SEC, including the first Business Day that is at least 10 calendar days after the filing of the preliminary Proxy Statement if the SEC declares has not informed the Registration Statement effective of which Company that it intends to review the Joint Proxy Statement/Prospectus forms a part, to convene and (ii) in the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of event that the CCT Matters including Company receives comments from the Merger, SEC on the terms and conditions set forth preliminary Proxy Statement, the first Business Day immediately following the date the Company learns, orally or in this Agreement as well as any other such matters. The writing, that the SEC staff has no further comments on the preliminary Proxy Statement, the Company shall have established a record date for the CCT Stockholders Meeting and shall be determined in prior consultation with promptly thereafter, file and subject mail the definitive Proxy Statement to the prior Company’s stockholders. The Proxy Statement shall include the Board Recommendation. The Company shall promptly notify Investor in writing upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall promptly provide Investor with a copy of all written approval correspondence between the Company or any representatives of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT MattersCompany, on the terms one hand, and conditions the SEC or its staff, on the other hand, with regard to the Proxy Statement. The Company shall give Investor and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC or disseminating to the Company’s stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall, in each case, include all comments reasonably requested by Investor. If, at any time prior to the Stockholder Meeting, any information relating to the Company, Investor or any of their respective Affiliates, officers or directors should be discovered by the Company or Investor which should be set forth in this Agreement, including, subject an amendment or supplement to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at so that the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT Proxy Statement shall not postpone contain any untrue statement of a material fact or adjourn the CCT Stockholders Meeting for omit to state any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters material fact required to be approved stated therein or adopted by its stockholders necessary in order to carry out make the Transactions) statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall not promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be affected filed with the SEC and, to the extent required by (i) applicable Law, disseminated to the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change.the Company. 36

Stockholder Approval. The Company shall provide each stockholder entitled to vote at either (ax) As the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than February 28, 2014 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in a form which shall have been previously reviewed by counsel for the Buyers, if so requested by Buyers, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of this Agreement, such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted Company to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything recommend to the contrary in Section 7.7stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, CCT despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required cause an additional Stockholder Meeting to be approved or adopted by its stockholders held once in order each of the three subsequent calendar quarters thereafter until such Stockholder Approval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to carry out be held semi-annually thereafter until such Stockholder Approval is obtained. As soon as practical after receipt of Stockholder Approval, the Transactions. In furtherance of that obligation, CCT Company shall take, in accordance with applicable Law and apply for the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including Principal Market to list or designate for quotation (as the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (icase may be) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeConversion Shares and Warrant Shares.

Stockholder Approval. The Company shall either (ax) As if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval (as defined below), inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the ninetieth (90th) calendar day after the Initial Closing Date, an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special meeting of this Agreementstockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than the ninetieth (90th) calendar day after the Initial Closing (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or the Warrants, respectively) (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted Company to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything recommend to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other they approve such mattersresolutions. The record date for the CCT Stockholders Meeting Company shall be determined in prior consultation with and subject obligated to seek to obtain the prior written approval of FSIC (which prior written approval shall not be unreasonably delayedStockholder Approval by the Stockholder Meeting Deadline. If, conditioned or withheld). CCT shall use despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to obtain from CCT’s stockholders the vote required to approve Stockholder Meeting Deadline, the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Company shall cause an additional Stockholder Meeting to obtain a quorum be held on or solicit prior to the 150th calendar day after the Initial Closing Date. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Stockholder Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover held semi-annually thereafter until such Stockholder Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeis obtained.

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than September 15, 2021 (the “Stockholder Meeting Deadline”), a proxy statement, in a form reasonably acceptable to the Purchasers and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise, as applicable, with respect thereto) (the “Stockholder Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of this Agreement, such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted Company to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything recommend to the contrary in Section 7.7stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, CCT despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required cause an additional Stockholder Meeting to be approved held on or adopted by its stockholders in order prior to carry out December 31, 2021. If, despite the TransactionsCompany’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In furtherance of that obligation, CCT The Company shall take, not consummate any Subsequent Placement at a New Issuance Price (as defined and determined in accordance with applicable Law and the CCT Charter and Warrant) less than the CCT Bylaws, all actions necessary to send a notice Floor Price (as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation defined in the Joint Proxy Statement/Prospectus and by, at Warrant) prior to obtaining the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeStockholder Approval.

Stockholder Approval. In the event that ServiceMaster and its affiliates after consummation of the Offer, do not own at least 90% of all Shares outstanding at that time, then as soon as practicable after the Closing Time, Barefoot shall take all action necessary in accordance with the Delaware Law and other applicable governmental requirements and its Restated Certificate of Incorporation and By-Laws either (at Barefoot's election) to (a) As distribute the Proxy Statement and convene a meeting of its stockholders as promptly as possible after the date Closing Time to consider and vote upon the Merger Agreement and the Merger or (b) submit the Merger Agreement and the Merger for approval by written consent in lieu of this Agreementa meeting of stockholders. If a stockholders' meeting is convened or consents are to be solicited, the Board of Directors of CCT has adopted resolutions approving Barefoot shall recommend that the CCT Matters, including stockholders of Barefoot vote to adopt and approve the Merger Agreement and the Merger. Barefoot shall use its best efforts to solicit from stockholders of Barefoot proxies or consents in favor of such adoption and approval to the extent such consents or approvals are required and shall take all other action necessary or helpful to secure a vote or consent of stockholders in favor of the Merger. At any such meeting ServiceMaster and its affiliates shall vote all Shares held by them in favor of the Merger, on and Barefoot shall vote all Shares with respect to which proxies in the terms form distributed by Barefoot shall have been given in favor of the Merger. In connection with any such vote or consent, ServiceMaster and its affiliates shall vote in favor of or consent to the Merger Agreement and the Merger with respect to all Shares any of them have the power to vote and Barefoot shall give any such consents which it is authorized to give by stockholder consent. As soon as is practicable after the satisfaction or waiver of the conditions set forth in this Agreement, declaring the Merger advisableSection 2.5 below, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following five business days after such satisfaction or waiver, MergerSub will cause a Certificate of Merger to be filed with the date on which Secretary of State of the SEC declares State of Delaware. Notwithstanding the Registration Statement effective foregoing, in lieu of which the Joint Proxy Statement/Prospectus forms holding a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon stockholders' meeting or seeking consents for approval of the CCT Matters including Merger Agreement and the Merger, on the terms Merger Agreement and conditions set forth the Merger may be approved by ServiceMaster and its affiliates if they shall own at least 75% of all outstanding Shares upon consummation of the Offer, in this Agreement as well as any which event proxies need not be solicited from other such matters. The record date for the CCT Stockholders Meeting stockholders but all required statements and information shall be determined in prior consultation with and subject furnished to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeaccordance with all applicable laws and regulations.

Stockholder Approval. (a) As of promptly as reasonably practicable following the date of this Agreement, and in any event within five (5) Business Days, the Board Company shall prepare and file with the SEC a preliminary proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) relating to the approval by the stockholders of Directors the Company of CCT has adopted resolutions approving the CCT Matterstransactions contemplated by the Transaction Documents, including the Merger, on Company’s issuance of the terms and conditions set forth Securities as described in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall takeTransaction Documents, in accordance with applicable Law and the CCT Charter rules and regulations of Nasdaq (such approval, the “Stockholder Approval”). Each of the Company and Investor shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by this Agreement, and each covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act and the CCT Bylaws, all actions necessary rules and regulations promulgated thereunder. Each of the Company and Investor shall use its reasonable best efforts to send a notice respond as promptly as reasonably practicable to any comments of the SEC with respect to the Proxy Statement. Within three (but in no event later than 10 3) Business DaysDays of the earlier of (i) following the date on which the Company learns, orally or in writing, that the Proxy Statement will not be reviewed by the SEC, including the first Business Day that is at least 10 calendar days after the filing of the preliminary Proxy Statement if the SEC declares has not informed the Registration Statement effective of which Company that it intends to review the Joint Proxy Statement/Prospectus forms a part, to convene and (ii) in the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of event that the CCT Matters including Company receives comments from the Merger, SEC on the terms and conditions set forth preliminary Proxy Statement, the first Business Day immediately following the date the Company learns, orally or in this Agreement as well as any other such matters. The writing, that the SEC staff has no further comments on the preliminary Proxy Statement, the Company shall have established a record date for the CCT Stockholders Meeting and shall be determined in prior consultation with promptly thereafter, file and subject mail the definitive Proxy Statement to the prior Company’s stockholders. The Proxy Statement shall include the Board Recommendation. The Company shall promptly notify Investor in writing upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall promptly provide Investor with a copy of all written approval correspondence between the Company or any representatives of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT MattersCompany, on the terms one hand, and conditions the SEC or its staff, on the other hand, with regard to the Proxy Statement. The Company shall give Investor and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC or disseminating to the Company’s stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall, in each case, include all comments reasonably requested by Investor. If, at any time prior to the Stockholder Meeting, any information relating to the Company, Investor or any of their respective Affiliates, officers or directors should be discovered by the Company or Investor which should be set forth in this Agreement, including, subject an amendment or supplement to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at so that the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT Proxy Statement shall not postpone contain any untrue statement of a material fact or adjourn the CCT Stockholders Meeting for omit to state any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters material fact required to be approved stated therein or adopted by its stockholders necessary in order to carry out make the Transactions) statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall not promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be affected filed with the SEC and, to the extent required by (i) applicable Law, disseminated to the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changethe Company.

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than December 31, 2006 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Purchasers and a counsel of their choice at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for an increase in the number of authorized shares of Common Stock to not less than 75,000,000 shares of Common Stock (the “Capital Increase”) (such affirmative approval being referred to herein as the “Stockholder Approval” and the date of this Agreementsuch approval is obtained, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable“Stockholder Approval Date”), and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Company shall use its reasonable best efforts to obtain from CCT’s solicit its stockholders’ approval of the Resolutions and to cause the Board to recommend to the stockholders the vote required to that they approve the CCT MattersResolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained on or prior to the terms Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained and conditions set forth the Company. If Stockholder Approval is not for any reason obtained by the Stockholder Meeting Deadline, then the Company shall make the payments to each Purchaser as provided in this Agreement, including, subject the next sentence as liquidated damages and not as a penalty. The amount to Section 7.7, be paid by providing the Company to CCT’s stockholders each Purchaser shall be equal to 1% (the CCT Board of Directors’ recommendation “Liquidated Damage Rate”) of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request product of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders per unit Purchase Price of any Takeover Proposal (including any CCT Superior Proposal), the Units purchased by the Purchaser under this Agreement and (ii) CCT effecting a Takeover the number of Warrant Shares issuable upon exercise of all of the Warrants then held by such Purchaser for each 30-day period after the Stockholder Meeting Deadline during which Stockholder Approval or delivering a Notice is not obtained, subject to an overall limit of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeup to 50 months of partial liquidated damages. Such payments shall be made to each Purchaser no less frequently than every 60 days.

Stockholder Approval. (a) As Mercantile Bankshares shall call a special meeting of its stockholders to be held as soon as reasonably practicable for the date purpose of obtaining the requisite stockholder approval required in connection with the Merger, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The board of directors of Mercantile Bankshares has adopted resolutions recommending to the stockholders of Mercantile Bankshares the adoption of this Agreement, and the board of directors of Mercantile Bankshares shall recommend to the stockholders of Mercantile Bankshares the approval and adoption of this Agreement. Notwithstanding the foregoing, the board of directors of Mercantile Bankshares may withdraw, modify, condition or refuse to recommend the adoption of this Agreement if the board of directors of Mercantile Bankshares determines, in good faith after consultation with its outside financial and legal advisors, that the failure to take such action would be inconsistent with its fiduciary obligations under applicable law. Notwithstanding any such withdrawal, modification, condition or refusal to recommend, this Agreement and such other matters shall be submitted to the stockholders for the purpose of approving the Agreement and such other matters, and nothing contained herein shall be deemed to relieve Mercantile Bankshares of such obligation, provided, however, that if the Board of Directors of CCT has adopted resolutions approving Mercantile Bankshares shall have withdrawn, modified, conditioned or refused to recommend the CCT Matters, including the Merger, on adoption of this Agreement and such other matters in accordance with the terms and conditions set forth in of this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything then in submitting this Agreement to the contrary in Section 7.7stockholders of the Mercantile Bankshares, CCT shall the board of directors of Mercantile Bankshares may submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement to the stockholders of Mercantile Bankshares without recommendation (although the resolutions approving and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in adopting this Agreement as well as any other such matters. The record of the date hereof may not be rescinded or amended), in which event the board of directors of Mercantile Bankshares may communicate the basis for the CCT Stockholders Meeting shall be determined in prior consultation with and subject its lack of a recommendation to the prior written approval stockholders of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation Mercantile Bankshares in the Joint Proxy Statement/Prospectus and by, at Statement or an appropriate amendment or supplement thereto to the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters extent required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changelaw.

Stockholder Approval. As soon as reasonably practicable following the execution and delivery of this Agreement, the Company shall give written notice of this Agreement and the proposed Merger to all Company stockholders and shall use commercially reasonable efforts to take all other action necessary in accordance with Delaware Law and its certificate of incorporation and bylaws to convene a meeting of the stockholders of the Company or to secure the written consent of its stockholders (a"Company Stockholder Action") As within ten (10) days of the issuance of the California Permit. The Company shall submit this Agreement and the Agreement of Merger to its stockholders for adoption whether or not the Company's board of directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and recommends that its stockholders reject it. The Company shall consult with Broadcom regarding the date of the Company Stockholder Action and shall not postpone or adjourn (other than for the absence of a quorum) any meeting of the stockholders of the Company without the consent of Broadcom, which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to solicit and obtain from stockholders of the Company proxies or written consents in favor of the Merger and this Agreement and shall take all other action necessary or advisable to secure the vote or written consent of stockholders required to effect the Merger. The Company shall establish a record date for determining the stockholders of the Company entitled to vote or consent in connection with the Company Stockholder Action that is as early as possible after the date of this Agreement. The materials submitted to the stockholders of the Company in respect of the Merger shall have been subject to prior review and comment by Broadcom and shall include (a) information regarding the Company, the Board terms of Directors the Merger and this Agreement, (b) the unanimous recommendation of CCT has adopted resolutions approving the CCT Matters, including board of directors of the Company that the Company's stockholders approve the Merger and this Agreement and the transactions contemplated hereby and approve and execute such other documents as may be required to satisfy the applicable requirements of the Securities Act in connection with the issuance and sale of Broadcom Common Stock in the Merger, on (c) the conclusion of the board of directors of the Company that the terms and conditions set forth in this Agreement, declaring of the Merger are advisable, fair and directing that reasonable to, and in the CCT Mattersbest interests of, including the Company's stockholders and (d) such other documents as may be required to satisfy the applicable requirements of the Securities Act in connection with the issuance and sale of Broadcom Common Stock in the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change.

Stockholder Approval. (a) As of soon as practicable following the date execution and delivery of this Agreement, the Board Company shall give written notice of Directors this Agreement and the proposed Merger to all Company stockholders and shall use commercially reasonable efforts to take all other action necessary in accordance with Delaware Law and its certificate of CCT has adopted resolutions approving incorporation and bylaws to convene a meeting of the CCT Matters, including stockholders of the Merger, on Company or to secure the terms and conditions set forth in this Agreement, declaring written consent of its stockholders ("Company Stockholder Action") before the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the sameClosing Date. Notwithstanding anything to the contrary in Section 7.7, CCT The Company shall submit this Agreement to its stockholders for adoption whether or not the CCT Matters on the terms and conditions set forth in Company's board of directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and any other matters required to be approved or adopted by recommends that its stockholders in order to carry out the Transactionsreject it. In furtherance of that obligation, CCT The Company shall take, in accordance consult with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following Acquiror regarding the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms Company Stockholder Action and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn (other than for the CCT Stockholders Meeting for absence of a quorum) any other reason meeting of the stockholders of the Company without the prior written consent of FSIC (Acquiror, which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality The Company shall use all commercially reasonable efforts required to solicit and obtain from stockholders of the foregoing, CCT’s obligations pursuant Company proxies or written covenants in favor of the Merger and shall take all other action necessary or advisable to this Section 7.3(a) (including its obligation to submit to its secure the vote or consent of stockholders the CCT Matters and any other matters required to be approved or adopted effect the Merger. The materials submitted to the stockholders of the Company in respect of the Merger shall have been subject to prior review and comment by its stockholders in order to carry out Acquiror and shall include (a) information regarding the Transactions) shall not be affected by Company, the terms of the Merger and this Agreement, (ib) the commencement, public proposal, public disclosure or communication unanimous recommendation of the board of directors of the Company that the Company's stockholders adopt this Agreement and the transactions contemplated hereby and approve and execute such other documents as may be required to CCT, its Representatives or its stockholders satisfy the applicable requirements of any Takeover Proposal (including any CCT Superior Proposal)the Securities Act in connection with the issuance and sale of Acquiror Common Stock in the Merger, (iic) CCT effecting a Takeover Approval or delivering a Notice the conclusion of a CCT Superior Proposal or the board of directors of the Company that the terms and conditions of the Merger are advisable, fair and reasonable to, and in the best interests of, the Company's stockholders and (iiid) a CCT Adverse Recommendation Changesuch other documents as may be required to satisfy the applicable requirements of the Securities Act in connection with the issuance and sale of Acquiror Common Stock in connection with the Merger.

Stockholder Approval. (a) As of the date of this Agreement, the Board of Directors of CCT the Company has adopted resolutions approving the CCT Company Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Company Matters, including the Merger, be submitted to CCTthe Company’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything Subject to the contrary in Section 7.7Company Right, CCT the Board of Directors of the Company shall submit to its stockholders the CCT Company Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT subject to the Company Right, the Company shall take, in accordance with applicable Law and the CCT Charter Company Articles and the CCT Company Bylaws, all actions action necessary to send a notice as promptly as practicable (but in no event later than 10 ten Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene a meeting of its stockholders (the CCT “Company Stockholders Meeting”), as promptly as practicable thereafter, to consider and vote upon approval of the CCT Company Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Company Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC Parent (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Subject to Section 6.7, the Board of Directors of the Company shall use reasonable best efforts to obtain from CCTthe Company’s stockholders the vote required to approve the CCT Company Matters, on the terms and conditions set forth in this Agreement, including, subject including by recommending to Section 7.7, by providing to CCTthe Company’s stockholders the CCT Board of Directors’ recommendation approval of the CCT Company Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICParent, postponing or adjourning the CCT Company Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT the Company shall not postpone or adjourn the CCT Company Stockholders Meeting for any other reason without the prior written consent of FSIC Parent (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCTthe Company’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions6.3(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives the Company or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), or (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Company Adverse Recommendation ChangeChange (other than a Company Right).

Stockholder Approval. (aA) As To the extent the exercise or conversion of the Backstop Shares or the Backstop Warrants, as applicable, would require the approval or consent of the stockholders of the Company (in each case, without giving effect to any limitations on exercise or “blockers”) pursuant to the rules and regulations of the Principal Market, the Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than June 30, 2018 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in a form which shall have been previously reviewed by counsel to the Backstop Investors, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of this Agreement, such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted Company to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything recommend to the contrary in Section 7.7stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, CCT despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required cause an additional Stockholder Meeting to be approved or adopted by its stockholders held once in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval each of the CCT Matters including three subsequent calendar quarters thereafter until such Stockholder Approval is obtained. If, despite the MergerCompany’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, on the terms and conditions set forth in this Agreement as well as any other Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such mattersStockholder Approval is obtained. (B) The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Company shall use reasonable its best efforts to obtain from CCT’s stockholders any waiver, consent or approval, in each case, in a form acceptable to the vote required to approve the CCT MattersBackstop Investor, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation holders of the Company’s Junior Securities (as defined in the Joint Proxy Statement/Prospectus and by, at Certificate of Designations) authorizing the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality issuance of the foregoing, CCT’s obligations pursuant Series F Preferred Stock as a series of preferred stock senior in rank to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders such class of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeJunior Securities.

Stockholder Approval. (a) As The Company shall use its Reasonable Best Efforts to obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special meeting of the date of this Agreementstockholders or pursuant to a written stockholder consent, even if the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions withdrawn its recommendations set forth in this AgreementSection 4.3(c), declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, all in accordance with the recommendation that applicable requirements of the CCT stockholders approve the sameDelaware General Corporation Law. Notwithstanding anything The Company hereby consents to the contrary use of its Financial Statements and any related information in Section 7.7the Registration Statement on Form S-1 of the Buyer filed on April 7, CCT 1999 (the "Registration Statement"). The Company shall submit ensure that any information furnished by the Company to the Buyer expressly for inclusion in the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading The Company also agrees to use its Reasonable Best Efforts to obtain the consent of its independent public accountant for the use of such Financial Statements in the Registration Statement. In connection with such special meeting of stockholders or written stockholder consent, the Company shall provide to its stockholders a written proxy or information statement (the CCT Matters "Disclosure Statement") which includes (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Stockholders, the escrow arrangements and the authority of the Indemnification Representatives, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), (B) all of the information required by Rule 503(b)(2) of Regulation D under the Securities Act and (C) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of the Delaware General Corporation Law and a copy of such Section 262. The Buyer agrees to cooperate with the Company in the preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the terms Disclosure Statement and conditions set forth in the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld or delayed). If the Requisite Stockholder Approval is obtained by means of a written consent, the Company shall send, pursuant to Sections 228 and 262(d) of the Delaware General Corporation Law, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and any other matters required the Merger were adopted and approved by the stockholders of the Company and that appraisal rights are available for their Company Shares pursuant to be approved or adopted by its stockholders in order to carry out Section 262 of the Transactions. In furtherance Delaware General Corporation Law (which notice shall include a copy of that obligationsuch Section 262), CCT and shall take, in accordance with applicable Law and promptly inform the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following Buyer of the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changenotice was sent.

Stockholder Approval. (a) As Investors Financial shall call a special meeting of its stockholders to be held as soon as reasonably practicable for the date purpose of obtaining the requisite stockholder approval required in connection with the Merger, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The board of directors of Investors Financial has adopted resolutions recommending to the stockholders of Investors Financial the adoption of this Agreement, and the board of directors of Investors Financial shall recommend to the stockholders of Investors Financial the approval and adoption of this Agreement. Notwithstanding the foregoing, prior to the meeting of Investors Financial stockholders to be held pursuant to this Section 6.3, the board of directors of Investors Financial may withdraw, modify, condition, qualify or refuse to recommend the adoption of this Agreement if (a) the board of directors of Investors Financial determines, in good faith after consultation with its outside financial and legal advisors and after taking into account any revisions to this Agreement proposed by State Street pursuant to clause (b) of this sentence, that failure to so withdraw, modify, qualify, condition or refuse to recommend the adoption of this Agreement would be inconsistent with its fiduciary obligations under applicable law and (b) the board of directors of Investors Financial has provided State Street with five business days prior written notice of its intent to effect such withdrawal, modification, qualification, conditioning or refusal to recommend (which notice shall include the reasonable details regarding the cause for, and the nature of, such withdrawal, modification, qualification, conditioning or refusal to recommend) and, if requested by State Street, negotiated in good faith with State Street during such five business day period regarding revisions to this Agreement that would avoid such withdrawal, modification, qualification, conditioning or refusal to recommend (it being agreed that, if the reason for the proposed action by the board of directors of Investors Financial is the receipt of an Alternative Proposal, then any amendment to the price or any material term of such Alternative Proposal shall require a new notice and a new five business day period). Notwithstanding any such withdrawal, modification, condition or refusal to recommend, this Agreement shall be submitted to the stockholders for the purpose of approving and adopting the Agreement, and nothing contained herein shall be deemed to relieve Investors Financial of such obligation, provided, however, that if the Board of Directors of CCT has adopted resolutions approving Investors Financial shall have withdrawn, modified, qualified, conditioned or refused to recommend the CCT Matters, including the Merger, on adoption of this Agreement in accordance with the terms and conditions set forth in of this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything then in submitting this Agreement to the contrary in Section 7.7stockholders of the Investors Financial, CCT shall the board of directors of Investors Financial may submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement to the stockholders of Investors Financial without recommendation (although the resolutions approving and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in adopting this Agreement as well as any other such matters. The record of the date hereof may not be rescinded or amended), in which event the board of directors of Investors Financial may communicate the basis for the CCT Stockholders Meeting shall be determined in prior consultation with and subject its lack of a recommendation to the prior written approval stockholders of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation Investors Financial in the Joint Proxy Statement/Prospectus and by, at Statement or an appropriate amendment or supplement thereto to the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters extent required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changelaw.

Stockholder Approval. (a) As At the next special or annual meeting of stockholders of the Company with a record date after the date of this Agreement (the “First Stockholder Meeting”), the Company shall take all action necessary to obtain the approval of its stockholders, in accordance with NASDAQ Listing Rule 5635(d), the DGCL, the Certificate of Incorporation and the Bylaws, of the issuance of (i) all of the securities issued and sold to 31 Group pursuant to that certain Securities Purchase Agreement, dated as of December 30, 2014, and the related transaction documents (as applicable), including, without limitation, all of the shares of Common Stock issued as commitment shares pursuant thereto, all of the shares of Common Stock issuable upon conversions of the Series A Preferred Stock issued pursuant thereto pursuant to the Certificate of Designations for such Series A Preferred Stock (without regard to any limitations on conversion set forth in such Certificate of Designations for such Series A Preferred Stock and giving effect to any conversion price adjustments that would take effect given only the passage of time), and all of the shares of Common Stock issuable upon exercise of the warrants issued pursuant thereto pursuant to the terms of such warrants (without regard to any limitations on exercise set forth in such warrants and giving effect to any conversion price adjustments that would take effect given only the passage of time), (ii) all of the Securities issued and sold to 31 Group pursuant to this Agreement, the Preferred Shares and the Warrants, including, without limitation, all of the Commitment Shares issued pursuant hereto, all of the Conversion Shares issuable upon conversions of the Preferred Shares issued pursuant hereto pursuant to the Certificate of Designations (without regard to any limitations on conversion set forth in the Certificate of Designations and giving effect to any conversion price adjustments that would take effect given only the passage of time), and all of the Warrant Shares issuable upon exercise of the Warrants issued pursuant hereto pursuant to the terms of the Warrants (without regard to any limitations on exercise set forth in the Warrants and giving effect to any conversion price adjustments that would take effect given only the passage of time), and (iii) all of the Common Stock, Preferred Shares and warrants, and all of the shares of Common Stock issuable upon conversions of such Preferred Shares or exercise of such warrants, that may be issued and sold to 31 Group pursuant to any future agreements between the Company and 31 Group (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”). In connection therewith, the Company shall provide each stockholder entitled to vote at the First Stockholder Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain the Stockholder Approval at the First Stockholder Meeting, and the Company shall use its best efforts to solicit and obtain the Stockholder Approval at the First Stockholder Meeting and to cause the Board of Directors of CCT has adopted resolutions approving the CCT MattersCompany to recommend, including to the Mergerextent possible consistent with its fiduciary duties under Delaware law, on to the terms and conditions set forth in this AgreementCompany’s stockholders that they vote to approve the Stockholder Approval proposal at the First Stockholder Meeting. If, declaring despite the Merger advisableCompany's best efforts, the Stockholder Approval is not obtained at the First Stockholder Meeting, the Company shall seek to obtain the Stockholder Approval at each special or annual meeting of stockholders of the Company convened after the First Stockholder Meeting (each such meeting, a “Subsequent Stockholder Meeting”). In connection therewith, the Company shall provide each stockholder entitled to vote at a Subsequent Stockholder Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain the Stockholder Approval at such Subsequent Stockholder Meeting, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Company shall use reasonable its best efforts to solicit and obtain from CCTthe Stockholder Approval at such Subsequent Stockholder Meeting and to cause the Board of Directors of the Company to recommend, to the extent possible consistent with its fiduciary duties under Delaware law, to the Company’s stockholders the that they vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including Stockholder Approval proposal at such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeSubsequent Stockholder Meeting.

Stockholder Approval. (a) As Each of Commercial and Bancorp shall call a meeting of its shareholders to be held as soon as practicable for the date purpose of this Agreement, the Board of Directors of CCT has adopted resolutions voting upon and approving the CCT Matters, including the Merger, on this Agreement and the terms and conditions set forth transactions contemplated hereby. The Bancorp Board shall submit for approval of Bancorp shareholders the matters to be voted upon in this Agreement, declaring order to authorize the Merger advisable, and directing that the CCT Matters, including hereby does and will recommend the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required the transactions contemplated hereby to be approved or adopted by Bancorp shareholders and will use its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain any vote of Bancorp shareholders that is necessary for the approval of the Merger and the approval and adoption of this Agreement and consummation of the transactions contemplated hereby, provided that Bancorp shall have received an opinion of The Xxxxxxx Company, or such other nationally recognized investment banking firm as is reasonably acceptable to Commercial, dated within five days of mailing of the Proxy Statement to Bancorp shareholders that the Exchange Ratio is fair to Bancorp shareholders from CCT’s stockholders the vote required to approve the CCT Matters, on a financial point of view (Bancorp hereby agreeing that the terms and conditions set forth in of this Agreement, including, proviso are subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting Bancorp's using all commercially reasonable efforts to obtain such opinion from The Xxxxxxx Company and, if not forthcoming therefrom within a quorum or solicit additional proxiesreasonable period of time following a request made therefor, to obtain such opinion from at least one such other reasonably acceptable investment banking firm); provided further, however, that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent Bancorp Board shall not be unreasonably delayedrequired to make such recommendation if it reasonably determines in good faith not to so recommend based upon the advice of counsel, conditioned which counsel either is Xxxxxxx, Spidi, Sloane & Xxxxx, P.C. or withheld). Without limiting is otherwise reasonably acceptable to Commercial, to the generality effect that to so recommend would constitute a violation of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to Board's fiduciary duties under Applicable Law. The Commercial Board shall submit to its stockholders for approval of Commercial shareholders the CCT Matters and any other matters required to be approved or adopted by its stockholders voted upon in order to carry out authorize the Transactions) shall not be affected by (i) Merger and hereby does and will recommend the commencementMerger, public proposal, public disclosure or communication this Agreement and the transactions contemplated hereby to CCT, Commercial shareholders and will use its Representatives or its stockholders best efforts to obtain any vote of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice Commercial shareholders that is necessary for the approval of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changethe Merger and the approval and adoption of this Agreement and consummation of the transactions contemplated hereby.

Stockholder Approval. (a) As of soon as reasonably practicable following the date execution and delivery of this Agreement, the Board Company shall give written notice of Directors this Agreement and the proposed Merger to all Company stockholders and shall use commercially reasonable efforts to take all other action necessary in accordance with Delaware Law and its certificate of CCT has adopted resolutions approving incorporation and bylaws to convene a meeting of the CCT Mattersstockholders of the Company or to secure the written consent of its stockholders ("Company Stockholder Action") before January 18, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same2001. Notwithstanding anything to the contrary in Section 7.7, CCT The Company shall submit this Agreement to its stockholders for adoption whether or not the CCT Matters on the terms and conditions set forth in Company's board of directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and any other matters required to be approved or adopted by recommends that its stockholders in order to carry out the Transactionsreject it. In furtherance of that obligation, CCT The Company shall take, in accordance consult with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following Parent regarding the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms Company Stockholder Action and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn (other than for the CCT Stockholders Meeting for absence of a quorum) any other reason meeting of the stockholders of the Company without the prior written consent of FSIC (Parent, which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality The Company shall use all commercially reasonable efforts required to solicit and obtain from stockholders of the foregoing, CCT’s obligations pursuant Company proxies or written consents in favor of the Merger and this Agreement and shall take all other action necessary or advisable to this Section 7.3(a) (including its obligation to submit to its secure the vote or written consent of stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order effect the Merger. The materials submitted to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal the Company in respect of the Merger shall have been subject to prior review and comment by Parent and shall include (including any CCT Superior Proposal)a) information regarding the Company, the terms of the Merger and this Agreement, (iib) CCT effecting subject to the right under Section 5.1(a) to make a Takeover Approval or delivering Qualifying Amendment, the unanimous recommendation of the board of directors of the Company that the Company's stockholders adopt this Agreement and approve and execute such other documents as may be required to satisfy the applicable requirements of the Securities Act in connection with the issuance and sale of Parent Common Stock in the Merger, (c) subject to the right under Section 5.1(a) to make a Notice Qualifying Amendment, the conclusion of a CCT Superior Proposal or the board of directors of the Company that the terms and conditions of this Agreement and the Merger are advisable, fair and reasonable to, and in the best interests of, the Company's stockholders and (iiid) a CCT Adverse Recommendation Changesuch other documents as may be required to satisfy the applicable requirements of the Securities Act in connection with the issuance and sale of Parent Common Stock in the Merger.

Stockholder Approval. Target shall promptly after the date hereof take all action necessary in accordance with the DGCL (aand, if applicable, the California Code) As and its Certificate of Incorporation and Bylaws to convene the Target Stockholders Meeting within 45 days of the S-4 Registration Statement being declared effective by the SEC. Target shall consult with Acquiror and use all commercially reasonable efforts to hold the Target Stockholders Meeting on the same day as the Acquiror Stockholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Target Stockholders Meeting without the consent of Acquiror, which consent shall not be unreasonably withheld. Subject to Section 4.1, Target shall use all commercially reasonable efforts to solicit from stockholders of Target proxies in favor of the Merger and shall take all other lawful action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger. Acquiror shall promptly after the date hereof take all action necessary in accordance with the DGCL (and, if applicable, the California Code) and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders Meeting within 45 days of the S-4 Registration Statement being declared effective by the SEC. Acquiror shall consult with Target and use all commercially reasonable efforts to hold the Acquiror Stockholders Meeting on the same day as the Target Stockholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Acquiror Stockholders Meeting without the consent of Target, which consent shall not be unreasonably withheld. Subject to Section 4.1, Acquiror shall use all commercially reasonable efforts to solicit from stockholders of Acquiror proxies in favor of this Agreement, the Board Merger and the Acquiror Charter Amendment and shall take all other lawful action necessary or advisable to secure the vote or consent of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring stockholders required to effect the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Acquiror Charter Amendment. Each of Target and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Acquiror must hold its respective Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change.and

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special meeting of stockholders of the date Company (the "Stockholder Meeting") a proxy statement meeting the requirements of this Agreement, Section 14 of the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law Exchange Act and the CCT Charter related rules and regulations thereunder promulgated by the CCT BylawsCommission (the "Proxy Statement") soliciting each such stockholder's affirmative vote at the Stockholder Meeting, all actions necessary to send a notice as which meeting shall be called promptly as practicable (but in no event later than 10 Business Days) following 90 days from the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a parthereof, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon for approval of resolutions approving the CCT Matters including Company's issuance of all Second Closing Securities (the Merger"Stockholder Approval") in accordance with the law and the rules and regulations of Nasdaq and the Delaware General Corporation Law, on and the terms and conditions set forth in this Agreement as well as Company shall use its reasonable efforts to solicit its stockholders' approval of such resolutions. Notwithstanding any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval provision of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, includingno Second Closing Securities shall be issued under this Agreement to any Purchaser prior to Stockholder Approval (which, subject to Section 7.7, for this purpose shall not include the vote of any shares acquired by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation Purchaser in the Joint Proxy Statement/Prospectus Initial Closing) except in accordance with the rules and by, at interpretations of Nasdaq. The Company and the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT Purchasers shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by cooperate with one another (i) in connection with the commencementpreparation of the Proxy Statement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), and (ii) CCT effecting a Takeover Approval in taking such actions or delivering a Notice making any such filings, furnishing information required in connection with the Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. The Purchasers and their counsel shall be given no less than three Trading Days to review and comment on the Proxy Statement before that document (or any amendment thereto) is filed with the Commission, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of a CCT Superior Proposal the Purchasers and the Company shall provide the other party and its counsel with (x) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the Commission or its staff with respect to the Proxy Statement promptly after receipt of those comments or other communications and (iiiy) a CCT Adverse Recommendation Changereasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the Commission.

Stockholder Approval. (a) As The Company shall use its Reasonable Commercial Efforts to obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the applicable requirements of the date Delaware General Corporation Law. In connection with such special meeting of this Agreementstockholders or written stockholder consent, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT Company shall submit provide to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligationDisclosure Statement, CCT which shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by include (i) a summary of the commencementMerger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Indemnifying Stockholders, public proposalthe escrow arrangements and the authority of the Indemnification Representatives, public disclosure or communication to CCT, its Representatives or its and a statement that the adoption of this Agreement by the stockholders of any Takeover Proposal (including any CCT Superior Proposalthe Company shall constitute approval of such terms), (ii) CCT effecting a Takeover Approval or delivering a Notice all of a CCT Superior Proposal or the information required by the Securities Act and the Delaware General Corporation Law and (iii) a CCT Adverse Recommendation Changestatement that appraisal rights are available for the Company Shares pursuant to Section 262 of the Delaware General Corporation Law and a copy of such Section 262. The Buyer agrees to cooperate with the Company in the preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld, conditioned or delayed). If the Requisite Stockholder Approval is obtained by means of a written consent, the Company shall send, pursuant to Sections 228 and 262(d) of the Delaware General Corporation Law, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Company and that appraisal rights are available for their Company Shares pursuant to Section 262 of the Delaware General Corporation Law (which notice shall include a copy of such Section 262), and shall promptly inform the Buyer of the date on which such notice was sent.

Stockholder Approval. (a) As By executing this Agreement, the owners of all of Company's capital stock at the Effective Time have approved Company's execution of this Agreement of Merger. The Stockholders acknowledge that they have been engaged in the business of the date Company and in control of its operations; have all information they require regarding the Company, the terms of the Merger and this Agreement; that they, as directors of the Company, recommend that the Company's Stockholders adopt this Agreement and the transactions contemplated hereby; and that they, as the persons who will own all of Company's outstanding shares at the Effective Time, do adopt this Agreement and the transaction contemplated hereby and approve and direct the Company's officers to approve and execute this Agreement and such other documents as may be require to complete the transaction contemplated hereby. As soon as practicable following the execution and delivery of this Agreement, the Board Company shall give written notice of Directors this Agreement and the proposed Merger to all Company stockholders and shall use commercially reasonable efforts to take all other action necessary in accordance with Florida Law and its articles of CCT has adopted resolutions approving incorporation and bylaws to convene a meeting of the CCT Matters, including stockholders of the Merger, on Company or to secure the terms and conditions set forth in this Agreement, declaring written consent of its stockholders ("Company Stockholder Action") before the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the sameClosing Date. Notwithstanding anything to the contrary in Section 7.7, CCT The Company shall submit this Agreement to its stockholders for adoption whether or not the CCT Matters on the terms and conditions set forth in Company's board of directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and any other matters required to be approved or adopted by recommends that its stockholders in order to carry out the Transactionsreject it. In furtherance of that obligation, CCT The Company shall take, in accordance consult with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following Acquiror regarding the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms Company Stockholder Action and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn (other than for the CCT Stockholders Meeting for absence of a quorum) any other reason meeting of the stockholders of the Company without the prior written consent of FSIC (Acquiror, which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality The Company shall use all commercially reasonable efforts required to solicit and obtain from stockholders of the foregoing, CCT’s obligations pursuant Company proxies or written covenants in favor of the Merger and shall take all other action necessary or advisable to this Section 7.3(a) (including its obligation to submit to its secure the vote or consent of stockholders the CCT Matters and any other matters required to be approved or adopted effect the Merger. The materials submitted to the stockholders of the Company in respect of the Merger shall have been subject to prior review and comment by its stockholders in order to carry out Acquiror and shall include (a) information regarding the Transactions) shall not be affected by Company, the terms of the Merger and this Agreement, (ib) the commencement, public proposal, public disclosure or communication unanimous recommendation of the board of directors of the Company that the Company's stockholders adopt this Agreement and the transactions contemplated hereby and approve and execute such other documents as may be required to CCT, its Representatives or its stockholders satisfy the applicable requirements of any Takeover Proposal (including any CCT Superior Proposal)the Securities Act in connection with the issuance and sale of Acquiror Common Stock in the Merger, (iic) CCT effecting a Takeover Approval or delivering a Notice the conclusion of a CCT Superior Proposal or the board of directors of the Company that the terms and conditions of the Merger are advisable, fair and reasonable to, and in the best interests of, the Company's stockholders and (iiid) a CCT Adverse Recommendation Changesuch other documents as may be required to satisfy the applicable requirements of the Securities Act in connection with the issuance and sale of Acquiror Common Stock in connection with the Merger.

Stockholder Approval. (a) As of the date of this Agreement, the OCSI Board of Directors of CCT has adopted resolutions approving the CCT OCSI Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT OCSI Matters, including the Merger, be submitted to CCTOCSI’s stockholders for their consideration, with the recommendation that the CCT OCSI stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT unless the OCSI Board has withdrawn the OCSI Board Recommendation in compliance with Section 7.7, OCSI shall submit to its stockholders the CCT OCSI Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT OCSI shall take, in accordance with applicable Law and the CCT Charter OCSI Certificate and the CCT OCSI Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 5 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT OCSI Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT OCSI Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT OCSI Stockholders Meeting shall be determined in prior consultation with and subject to OCSL. Unless the prior written approval of FSIC (which prior written approval shall not be unreasonably delayedOCSI Board has withdrawn the OCSI Board Recommendation in compliance with Section 7.7, conditioned or withheld). CCT OCSI shall use reasonable best efforts to obtain from CCTOCSI’s stockholders the vote required to approve the CCT OCSI Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCTOCSI’s stockholders the CCT Board of Directors’ OCSI Board’s recommendation of the CCT OCSI Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICOCSL, postponing or adjourning the CCT OCSI Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT OCSI shall not postpone or adjourn the CCT OCSI Stockholders Meeting for any other reason without the prior written consent of FSIC OCSL (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCTOCSI’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT OCSI Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTOCSI, its Representatives or its stockholders of any Takeover Proposal (including any CCT OCSI Superior Proposal), (ii) CCT OCSI effecting a Takeover Approval or delivering a Notice of a CCT an OCSI Superior Proposal or (iii) a CCT an OCSI Adverse Recommendation Change.

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than May 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in a form which shall have been previously reviewed by Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of approval of resolutions (“Stockholder Resolutions”) providing for the issuance of all of the Securities (including the Exchange Securities) as described in the Transaction Documents (as amended hereby) in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval with respect to the Stockholder Resolutions, the “Stockholder Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of this Agreement, such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT MattersCompany to recommend, including to the Mergerextent possible consistent with its fiduciary duties under Delaware law, on to the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing stockholders that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders they approve the sameStockholder Resolutions. Notwithstanding anything The Company shall retain a nationally recognized proxy solicitor to the contrary assist in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon obtaining approval of the CCT Matters including stockholders of the Merger, on Company to the terms and conditions set forth in this Agreement as well as any other such mattersResolution. The record date for the CCT Stockholders Meeting Company shall be determined in obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior consultation with and subject to the prior written approval Stockholder Meeting Deadline, the Company shall seek to obtain the Stockholder Approval at each special or annual meeting of FSIC stockholders of the Company convened after the Stockholder Meeting (which prior written approval but no less than once in each subsequent twelve (12) month period) (each such meeting, a “Subsequent Stockholder Meeting”) until such Stockholder Approval is obtained. In connection therewith, the Company shall not be unreasonably delayedprovide each stockholder entitled to vote at a Subsequent Stockholder Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain the Stockholder Approval at such Subsequent Stockholder Meeting, conditioned or withheld). CCT and the Company shall use its reasonable best efforts to solicit and obtain from CCTthe Stockholder Approval at such Subsequent Stockholder Meeting and to cause the Board of Directors of the Company to recommend, to the extent possible consistent with its fiduciary duties under Delaware law, to the Company’s stockholders the that they vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including Stockholder Approval proposal at such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeSubsequent Stockholder Meeting.

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the date Company (the “Shareholder Meeting”), which meeting shall be held no later than one hundred fifty (150) days after the Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, substantially in a form which has been previously reviewed by each of this Agreementthe Buyers and each of their counsel at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) permitting adjustments to the Exercise Price (as defined in the Warrants) below the Floor Price (as defined in the Warrants) and the issuance of any resulting additional shares of Common Stock issuable thereunder in accordance with applicable law and the rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolutions (which efforts shall include, without limitation, the Board requirement to hire a proxy solicitor) and to cause the board of Directors directors of CCT has adopted resolutions approving the CCT Matters, including Company to recommend to the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing stockholders that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders they approve the sameResolutions. Notwithstanding anything The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained on or prior to the contrary in Section 7.7Shareholder Meeting Deadline, CCT the Company shall submit cause an additional Shareholder Meeting to its stockholders be held each semi-annual period thereafter until such Shareholder Approval is obtained or until such Shareholder Approval is no longer required under the CCT Matters on rules and regulations of the terms and conditions set forth in this Agreement and any other matters Principal Market or is no longer required to be approved eliminate restrictions on adjustments to the Exercise Price below the Floor Price and the issuance of all resulting additional shares of Common Stock issuable thereunder. Until Shareholder Approval is obtained, (i) the Company shall not, directly or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligationindirectly, CCT shall takeissue or sell, or, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval Section 2 of the CCT Matters including the MergerWarrants, on the terms and conditions set forth in this Agreement as well as be deemed to have issued or sold, any shares of Common Stock (other such matters. The record date than 24 Excluded Securities) for the CCT Stockholders Meeting shall be consideration per share (determined in prior consultation accordance with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation 2 of the CCT Matters and including such recommendation in Warrants) less than the Joint Proxy Statement/Prospectus and by, Floor Price at any time while any of the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason Warrants are outstanding without the prior written consent of FSIC (each Buyer, which prior written consent shall not may be unreasonably delayed, conditioned granted or withheld). Without limiting the generality of the foregoing, CCTwithheld in each Buyer’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters sole discretion and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval in no event shall any Excluded Securities be issued, or delivering a Notice be deemed to be issued as contemplated hereby, for less than the fair market value of a CCT Superior Proposal the Common Stock at the time such Excluded Securities are so issued or (iii) a CCT Adverse Recommendation Changeare so deemed to be issued.

Stockholder Approval. (a) As Each of Commercial and Bancorp shall -------------------- call a meeting of its shareholders to be held as soon as practicable for the date purpose of this Agreement, the Board of Directors of CCT has adopted resolutions voting upon and approving the CCT Matters, including the Merger, on this Agreement and the terms and conditions set forth transactions contemplated hereby. The Bancorp Board shall submit for approval of Bancorp shareholders the matters to be voted upon in this Agreement, declaring order to authorize the Merger advisable, and directing that the CCT Matters, including hereby does and will recommend the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required the transactions contemplated hereby to be approved or adopted by Bancorp shareholders and will use its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain any vote of Bancorp shareholders that is necessary for the approval of the Merger and the approval and adoption of this Agreement and consummation of the transactions contemplated hereby, provided that Bancorp -------- shall have received an opinion of The Xxxxxxx Company, or such other nationally recognized investment banking firm as is reasonably acceptable to Commercial, dated within five days of mailing of the Proxy Statement to Bancorp shareholders that the Exchange Ratio is fair to Bancorp shareholders from CCT’s stockholders the vote required to approve the CCT Matters, on a financial point of view (Bancorp hereby agreeing that the terms and conditions set forth in of this Agreement, including, proviso are subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting Bancorp's using all commercially reasonable efforts to obtain such opinion from The Xxxxxxx Company and, if not forthcoming therefrom within a quorum or solicit additional proxiesreasonable period of time following a request made therefor, to obtain such opinion from at least one such other reasonably acceptable investment banking firm); provided further, -------- ------- however, that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent Bancorp Board shall not be unreasonably delayedrequired to make such ------- recommendation if it reasonably determines in good faith not to so recommend based upon the advice of counsel, conditioned which counsel either is Xxxxxxx, Spidi, Sloane & Xxxxx, P.C. or withheld). Without limiting is otherwise reasonably acceptable to Commercial, to the generality effect that to so recommend would constitute a violation of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to Board's fiduciary duties under Applicable Law. The Commercial Board shall submit to its stockholders for approval of Commercial shareholders the CCT Matters and any other matters required to be approved or adopted by its stockholders voted upon in order to carry out authorize the Transactions) shall not be affected by (i) Merger and hereby does and will recommend the commencementMerger, public proposal, public disclosure or communication this Agreement and the transactions contemplated hereby to CCT, Commercial shareholders and will use its Representatives or its stockholders best efforts to obtain any vote of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice Commercial shareholders that is necessary for the approval of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changethe Merger and the approval and adoption of this Agreement and consummation of the transactions contemplated hereby.

Stockholder Approval. (a) As TCB agrees to take, in accordance with applicable law and the TCB Articles and the TCB Bylaws, all action necessary to convene as soon as reasonably practicable a special meeting of the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders to consider and vote upon the CCT Matters on the terms and conditions set forth in approval of this Agreement and any other matters required to be approved by TCB’s stockholders for consummation of the Transaction (including any adjournment, the “TCB Meeting”). TCB reserves the right to adjourn or adopted by its stockholders postpone the TCB Meeting, if necessary, in order to carry out solicit additional proxies in the Transactions. In furtherance of event that obligation, CCT shall take, in accordance with applicable Law and (a) there are not sufficient affirmative votes present at the CCT Charter and the CCT Bylaws, all actions necessary TCB Meeting to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in approve this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC or (which prior written approval shall b) a quorum is not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, present at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without TCB Meeting. Except with the prior written consent of FSIC (which FCBI, no other matters shall be submitted for the approval of the TCB stockholders at the TCB Meeting. Subject to Section 6.02(b), the TCB Board shall at all times prior written consent to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its stockholders and shall not be unreasonably delayed(x) withdraw, conditioned modify or withheldqualify in any manner adverse to FCBI such recommendation or (y) take such other action or make any other public statement in connection with the TCB Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Without limiting Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the generality stockholders of TCB at the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders TCB Meeting for the CCT Matters purpose of approving the Agreement and any other matters required to be approved or adopted by TCB’s stockholders for consummation of the Transaction. In addition to the foregoing, TCB shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger while this Agreement is in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeeffect.

Stockholder Approval. (a) As Mercantile Bankshares shall call a special meeting of its stockholders to be held as soon as reasonably practicable for the date purpose of obtaining the requisite stockholder approval required in connection with the Merger, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The board of directors of Mercantile Bankshares has adopted resolutions recommending to the stockholders of Mercantile Bankshares the adoption of this Agreement, and the board of directors of Mercantile Bankshares shall recommend to the stockholders of Mercantile Bankshares the approval and adoption of this Agreement. Notwithstanding the foregoing, the board of directors of Mercantile Bankshares may withdraw, modify, condition or refuse to recommend the adoption of this Agreement if the board of directors of Mercantile Bankshares determines, in good faith after consultation with its outside financial and legal advisors, that the failure to take such action would be inconsistent with its fiduciary obligations under applicable law. Notwithstanding any such withdrawal, modification, condition or refusal to recommend, this Agreement and such other matters shall be submitted to the stockholders for the purpose of approving the Agreement and such other matters, and nothing contained herein shall be deemed to relieve Mercantile Bankshares of such obligation, PROVIDED, HOWEVER, that if the Board of Directors of CCT has adopted resolutions approving Mercantile Bankshares shall have withdrawn, modified, conditioned or refused to recommend the CCT Matters, including the Merger, on adoption of this Agreement and such other matters in accordance with the terms and conditions set forth in of this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything then in submitting this Agreement to the contrary in Section 7.7stockholders of the Mercantile Bankshares, CCT shall the board of directors of Mercantile Bankshares may submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement to the stockholders of Mercantile Bankshares without recommendation (although the resolutions approving and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in adopting this Agreement as well as any other such matters. The record of the date hereof may not be rescinded or amended), in which event the board of directors of Mercantile Bankshares may communicate the basis for the CCT Stockholders Meeting shall be determined in prior consultation with and subject its lack of a recommendation to the prior written approval stockholders of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation Mercantile Bankshares in the Joint Proxy Statement/Prospectus and by, at Statement or an appropriate amendment or supplement thereto to the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters extent required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changelaw.

Stockholder Approval. (a) As of In the date of this Agreementevent there are Excess -------------------- Preferred Shares as described in Section 4(C), the Corporation shall promptly take all actions reasonably necessary to obtain the required consent, including causing its Board of Directors to call a special meeting of CCT has adopted resolutions approving stockholders and recommend such approval. In the CCT Mattersevent the Required Consent is not obtained within 90 days of the 19.9% Limit becoming effective, including each holder shall have the Mergerright at any time and from time to time to require the Corporation to repurchase, and the Corporation hereby agrees to repurchase, any or all Excess Preferred Shares at a price of $250 per share upon thirty days notice by delivery of a notice requesting such repurchase. If Excess Preferred Shares exist, the Corporation shall not issue any securities or incur any indebtedness for borrowed money (other than indebtedness incurred pursuant to a revolving bank credit agreement ("Bank Debt") or in the ordinary course of the Corporation's business), except in connection with the repurchase of Excess Preferred Shares. In the event Excess Preferred Shares exist, the Requisite Consent is not obtained within 90 days of the 19.9% limit becoming effective and the Corporation does not repurchase Excess Preferred Shares as provided in this Section 5, each holder shall have the right to convert some or all of the Excess Preferred Shares into a note (an "Excess Note") in an amount equal to the Liquidation Preference (as defined below) of such Preferred Shares due on demand bearing interest at an interest rate of 15% per annum, provided that the obligation to pay principal and interest on the terms and conditions set forth in this AgreementExcess Note(s) may be subordinated to Bank Debt, declaring until the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval third anniversary of the CCT Matters including issuance of such Excess Note(s), at which time all principal and interest payable in respect of the Merger, on the terms and conditions set forth in this Agreement as well as any other such mattersExcess Note(s) shall be paid upon demand. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval provisions of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeapply successively as appropriate.

Stockholder Approval. (a) As The Company shall use its Reasonable Best Efforts to obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the applicable requirements of the date Delaware General Corporation Law. In connection with such special meeting of this Agreementstockholders or written stockholder consent, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT Company shall submit provide to its stockholders a written proxy or information statement (the CCT Matters "Disclosure Statement") which includes (A) a summary of the Sale and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company and the Company Equity Holders, the escrow arrangements, the Earnout Consideration (including possible adjustments thereto pursuant to Section 1.10) and the powers and authority of the Company Equity Holder Representative), (B) all of the information required by Rule 502(b)(2) of Regulation D under the Securities Act and (C) a statement that appraisal rights are available for the Company Common Stock pursuant to Section 262 of the Delaware General Corporation Law and a copy of such Section 262. The Buyer agrees to cooperate with the Company in the preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law Disclosure Statement and the CCT Charter Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld or delayed). If the Requisite Stockholder Approval is obtained by means of a written consent, the Company shall send, pursuant to Sections 228 and 262(d) of the CCT BylawsDelaware General Corporation Law, a written notice to all actions necessary stockholders of the Company that did not execute such written consent informing them that the Sale was approved by the stockholders of the Company and that appraisal rights are available for their shares of Company Common Stock pursuant to send Section 262 of the Delaware General Corporation Law (which notice shall include a notice as copy of such Section 262), and shall promptly as practicable (but in no event later than 10 Business Days) following inform the Buyer of the date on which such notice was sent. The Company, acting through its Board of Directors, shall include in the SEC declares Disclosure Statement the Registration Statement effective unanimous recommendation of which its Board of Directors that the Joint Proxy Statement/Prospectus forms a part, to convene stockholders of the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and Company vote upon in favor of the approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeSale.

Stockholder Approval. (a) As of Not later than the date of this Agreement, fifth Business Day after the Board of Directors of CCT has adopted resolutions approving Registration Statement is declared effective under the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable Securities Act (but in no event later than 10 Business Daysbefore (1) following the date on which information statement contained in the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms shall have been delivered to Merger Partner’s stockholders and (2) the Registration Statement shall have been declared effective), Merger Partner shall solicit the Merger Partner Stockholder Approval by the Written Consents (in a part, form reasonably acceptable to convene Public Company) to be executed and delivered by Merger Partner’s stockholders for the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider purposes of (i) evidencing the adoption of this Agreement and vote upon the approval of the CCT Matters including Merger and the Mergerother transactions contemplated hereby, on (ii) acknowledging that the terms approval given thereby is irrevocable and conditions set forth that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached to the Written Consent, and that such stockholder has received and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in this Agreement as well as connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. In connection with the Merger Partner Stockholder Approval, Merger Partner shall comply with all disclosure and other obligations to its stockholders under the DGCL and any other such mattersapplicable laws. The record date for the CCT Stockholders Meeting Merger Partner shall be determined in prior consultation with take all action that is both reasonable and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts lawful to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld)Merger Partner Stockholder Approval. Without limiting the generality of the foregoing, CCT’s Merger Partner agrees that its obligations pursuant to under this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions6.5(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders Merger Partner of any Takeover Acquisition Proposal (including any CCT Superior Proposal)or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner’s stockholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company and, (ii) CCT effecting a Takeover Approval or delivering a Notice except in the case of a CCT Superior Proposal or (iii) a CCT Adverse Merger Partner Board Recommendation Change, any solicitation or similar disclosure, if the Merger Partner Stockholder Approval has not already been obtained, shall include the recommendation of Merger Partner Board that it is in favor of adoption of this Agreement and approval of the Merger.

Stockholder Approval. (a) As of the date of this Agreement, the SUNS Board of Directors of CCT has adopted resolutions approving the CCT SUNS Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT SUNS Matters, including the Merger, be submitted to CCTSUNS’s stockholders for their consideration, with the recommendation that the CCT SUNS stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT unless the SUNS Board has withdrawn the SUNS Board Recommendation in compliance with Section 7.7, SUNS shall submit to its stockholders the CCT SUNS Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT SUNS shall take, in accordance with applicable Law and the CCT SUNS Charter and the CCT SUNS Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 5 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT SUNS Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters proposal to approve the SUNS Matters, including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT SUNS Stockholders Meeting shall be determined in prior consultation with and subject to SLRC. Unless the prior written approval of FSIC (which prior written approval shall not be unreasonably delayedSUNS Board has withdrawn the SUNS Board Recommendation in compliance with Section 7.7, conditioned or withheld). CCT SUNS shall use reasonable best efforts to obtain from CCTSUNS’s stockholders the vote required to approve the CCT SUNS Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCTSUNS’s stockholders the CCT Board of Directors’ SUNS Board’s recommendation of the CCT SUNS Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICSLRC, postponing or adjourning the CCT SUNS Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT SUNS shall not postpone or adjourn the CCT SUNS Stockholders Meeting for any other reason without the prior written consent of FSIC SLRC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoingforegoing but subject to SUNS’s right to terminate this Agreement pursuant to Section 9.1, CCTSUNS’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT SUNS Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTSUNS, its Representatives or its stockholders of any Takeover Proposal (including any CCT SUNS Superior Proposal), (ii) CCT SUNS effecting a Takeover Approval or delivering a Notice of a CCT SUNS Superior Proposal or (iii) a CCT SUNS Adverse Recommendation Change.

Stockholder Approval. (a) As In the Merger Agreement, LifeCell has agreed, if required under the DGCL in order to consummate the Merger other than through a short-form merger pursuant to Section 253 of the DGCL, that, (i) in accordance with the DGCL, LifeCell’s certificate of incorporation and bylaws, LifeCell shall establish a record date (which will be as promptly as reasonably practicable following the consummation of this Agreementthe Offer) for, duly call, give notice of, convene and hold a special meeting of its stockholders as promptly as practicable after the consummation of the Offer, for the purpose of voting on the matters requiring the affirmative vote of holders of a majority of Shares entitled to be voted for the adoption of the Merger Agreement and, subject to certain provisions with respect to a Adverse Recommendation Change of the board of directors described in “No Solicitation” below, the Board LifeCell board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms directors will advise and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit recommend unanimously to its stockholders that the CCT Matters on stockholders of LifeCell adopt the terms Merger Agreement. In connection with any such stockholder’s meeting, the Merger Agreement further obligates LifeCell, as promptly as reasonably practicable after the consummation of the Offer, to prepare and conditions set forth file with the SEC a preliminary proxy statement and all other proxy materials necessary for such meeting. Subject to certain exceptions described in this Agreement and any other matters required “No Solicitation” below, LifeCell has agreed to be approved or adopted by use its reasonable best efforts to solicit proxies from its stockholders in order favor of the adoption and approval of the Merger Agreement and the approval of the Merger. Notwithstanding any provision of the Merger Agreement to carry out the Transactions. In furtherance contrary, KCI and Purchaser have agreed in the Merger Agreement that, if KCI, Purchaser or any other subsidiary of that obligationKCI acquires at least 90% of the then outstanding Shares pursuant to the Offer, CCT through exercise of the top-up option or otherwise, KCI, Purchaser and LifeCell shall taketake all necessary and appropriate action to cause the Merger to be effective as soon as practicable after such acquisition without a meeting of LifeCell stockholders, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval Section 253 of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeDGCL.

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the date Company (the “Stockholder Meeting”), which shall be promptly called and held not later than March 31, 2022 (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Holder and Jolie Xxxx, Esq., at the expense of this the Company, with the Company obligated to reimburse the expenses of Jolie Xxxx, Esq. incurred in connection therewith in an amount not to exceed $5,000. The proxy statement shall solicit each of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities and all of the securities issued pursuant to that certain Securities Purchase Agreement, dated as of November 2, 2021, between the Company and the Holder, as amended (the “Prior SPA”), in compliance with the rules and regulations of the Principal Market (without regard to any limitations on exercise set forth in the Warrants or the Preferred Shares) (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT MattersCompany to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, including despite the MergerCompany’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held on or prior to June 30, 2022. If, despite the terms and conditions Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In addition to the foregoing, the Company hereby confirms that the Securities shall be included in the definition of Securities as set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance 5 of that obligationcertain Amendment and Waiver, CCT shall take, in accordance with applicable Law between the Company and the CCT Charter and the CCT BylawsBuyer, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a partdated December 2, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change2021.

Stockholder Approval. (a) As of the date of this Agreement, the Company Board (on the recommendation of Directors the Company Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of CCT has the Mergers and the related Transactions are advisable, fair to and in the best interests of the Company and its stockholders and (B) the interests of the Company’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted resolutions approving and declared advisable this Agreement and the CCT Transactions (including the Merger and other Company Matters), (iii) directed that the approval of the Company Matters be submitted to the Company’s stockholders at the Company Stockholders Meeting and (iv) resolved to recommend that the stockholders of the Company approve the Company Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.77.6, CCT the Company shall submit to its stockholders the CCT Company Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT the Company shall take, in accordance with applicable Law and the CCT Company Charter and the CCT Company Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 five (5) Business Days) following the date on which the SEC declares and the applicable state securities regulators declare the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Company Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters proposal to approve the Company Matters, including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Company Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld)Acquiror. CCT The Company shall use reasonable best efforts to obtain from CCTthe Company’s stockholders the vote required Company Requisite Vote to approve the CCT Company Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.77.6, by providing to CCTthe Company’s stockholders the CCT Board of Directors’ recommendation of the CCT Company Board that the stockholders of the Company approve the Company Matters (the “Company Recommendation”) and including such recommendation the Company Recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICthe Acquiror, postponing or adjourning the CCT Company Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT the Company shall not postpone or adjourn the CCT Company Stockholders Meeting for any other reason without the prior written consent of FSIC the Acquiror (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoingforegoing but subject to the Company’s right to terminate this Agreement pursuant to Section 9.1, CCTthe Company’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Company Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTthe Company, its Representatives or its stockholders of any Takeover Proposal (including any CCT Company Superior Proposal), (ii) CCT the Company effecting a Takeover Approval or delivering a Notice of a CCT Company Superior Proposal or (iii) a CCT Company Adverse Recommendation Change.

Stockholder Approval. (a) As The Company shall file with the SEC and provide each stockholder of the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, Company with an information statement complying with the recommendation requirements of the Exchange Act and substantially in the form that has been previously reviewed and approved by Smithfield and Xxxxxxx Xxxx & Xxxxx LLP at the CCT expense of the Company informing such stockholders approve of the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, actions taken in accordance with the Resolutions and of the Stockholder Approval. On or prior to the first Business Day following the effective date of the Stockholder Approval, the Company shall file the Certificate of Incorporation Amendment with the Secretary of State of Delaware (the date such filing has been accepted by the Secretary of State of Delaware, the "Amendment Date"). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which initially shall be promptly called and held not later than (x) in the event the applicable Law proxy statement is not reviewed by the SEC, June 15, 2006 and (y) otherwise, July 15, 2006 (the "Stockholder Meeting Deadline" and the CCT Charter actual date of such meeting, the "Stockholder Meeting Date"), a proxy statement, substantially in the form which has been previously reviewed and approved by the Buyers and one counsel of their choice at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for Stockholder Approval of the Resolutions (the date such approval is obtained, the "Stockholder Approval Date"), and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Company shall use its reasonable best efforts to obtain from CCT’s solicit its stockholders' approval of the Resolutions and to cause the Board to recommend to the stockholders the vote required to that they approve the CCT MattersResolutions. The Company shall be obligated to seek to obtain such Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's best efforts the Stockholder Approval is not obtained on or prior to the terms and conditions set forth in this AgreementStockholder Meeting Deadline, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Company shall cause an additional Stockholder Meeting to obtain a quorum be held each calendar quarter thereafter (or solicit additional proxies; provided that CCT shall not postpone or adjourn such longer period as is necessary to the CCT Stockholders Meeting for extent of SEC comments on any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(aproxy statement) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover until such Stockholder Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeis obtained.

Stockholder Approval. (a) As of promptly as reasonably practicable following the date of this Agreement, and in any event within thirty (30) calendar days, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms Company shall prepare and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, file with the recommendation that SEC a preliminary proxy statement on Schedule 14A (as amended or supplemented from time to time, the CCT stockholders approve the same. Notwithstanding anything “Proxy Statement”) relating to the contrary in Section 7.7, CCT shall submit to its approval by the stockholders of (a) a reverse stock split of the CCT Matters on the terms Common Stock and conditions set forth in this Agreement and (b) any other matters Company stockholder approvals as may be required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with under applicable Law and the CCT Charter rules and regulations of Nasdaq with respect to the transactions contemplated hereby and the CCT Bylawssecurities to be issued pursuant to this Agreement (such approvals, the “Stockholder Approvals”). Each of the Company and the Purchaser shall furnish all actions information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with stockholder approvals similar to the Stockholder Approval, and each covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to send a notice make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and the Purchaser shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect to the Proxy Statement. Within three (but in no event later than 10 3) Business DaysDays of the earlier of (i) following the date on which the Company learns, orally or in writing, that the Proxy Statement will not be reviewed by the SEC, including the first Business Day that is at least 10 calendar days after the filing of the preliminary Proxy Statement if the SEC declares has not informed the Registration Statement effective of which Company that it intends to review the Joint Proxy Statement/Prospectus forms a part, to convene and (ii) in the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of event that the CCT Matters including Company receives comments from the Merger, SEC on the terms and conditions set forth preliminary Proxy Statement, the first Business Day immediately following the date the Company learns, orally or in this Agreement as well as any other such matters. The writing, that the SEC staff has no further comments on the preliminary Proxy Statement, the Company shall have established a record date for the CCT Stockholders Meeting and shall be determined in prior consultation with promptly thereafter, file and subject mail the definitive Proxy Statement to the prior written approval of FSIC (which prior written approval Company’s stockholders. The Proxy Statement shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s include the board recommendation that stockholders the vote required to approve the CCT MattersStockholder Approvals. The Company shall promptly notify the Purchaser in writing upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall promptly provide Investor with a copy of all written correspondence between the Company or any representatives of the Company, on the terms one hand, and conditions the SEC or its staff, on the other hand, with regard to the Proxy Statement. The Company shall give the Purchaser and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC or disseminating to the Company’s stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall, in each case, include all timely comments reasonably requested by the Purchaser. If, at any time prior to the Stockholder Meeting, any information relating to the Company, the Purchaser or any of their respective Affiliates, officers or directors should be discovered by the Company or the Purchaser that should be set forth in this Agreement, including, subject an amendment or supplement to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at so that the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT Proxy Statement shall not postpone contain any untrue statement of a material fact or adjourn the CCT Stockholders Meeting for omit to state any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters material fact required to be approved stated therein or adopted by its stockholders necessary in order to carry out make the Transactions) statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall not promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be affected filed with the SEC and, to the extent required by (i) applicable law, disseminated to the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changethe Company.

Stockholder Approval. (a) As of the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT unless the FSK Board has withdrawn the FSK Board Recommendation in compliance with Section 7.7, FSK shall submit to its stockholders this Agreement and the CCT other FSK Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that such obligation, CCT FSK shall take, in accordance with applicable Law and the CCT FSK Charter and the CCT FSK Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT FSK Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including proposal to approve the MergerMerger and this Agreement and the other FSK Matters, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT FSK Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC FSKR (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Unless the FSK Board has withdrawn the FSK Board Recommendation in compliance with Section 7.7, FSK shall use reasonable best efforts to obtain from CCTFSK’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this AgreementFSK Requisite Vote, including, subject to Section 7.7, by providing to CCTFSK’s stockholders the CCT FSK Board of Directors’ recommendation Recommendation of the CCT FSK Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICFSKR, postponing or adjourning the CCT FSK Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT FSK shall not postpone or adjourn the CCT FSK Stockholders Meeting for any other reason without the prior written consent of FSIC FSKR (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoingforegoing but subject to FSK’s right to terminate this Agreement pursuant to Section 9.1, CCTFSK’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT FSK Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTFSK, its Representatives or its stockholders of any Takeover Proposal (including any CCT FSK Superior Proposal), or (ii) CCT FSK effecting a Takeover Approval or delivering a Notice of a CCT an FSK Superior Proposal or (iii) a CCT Adverse Recommendation ChangeProposal.

Stockholder Approval. (a) As To the extent the exercise or conversion of the Warrants, Amended Warrants, or Notes, as applicable, would require the approval or consent of the stockholders of the Company (in each case, without giving effect to any limitations on exercise or “blockers”) pursuant to the rules and regulations of the Principal Market, the Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than June 30, 2015 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in a form which shall have been previously reviewed by KKWC, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of this Agreement, such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted Company to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything recommend to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other they approve such mattersresolutions. The record date for the CCT Stockholders Meeting Company shall be determined in prior consultation with and subject obligated to seek to obtain the prior written approval of FSIC (which prior written approval shall not be unreasonably delayedStockholder Approval by the Stockholder Meeting Deadline. If, conditioned or withheld). CCT shall use despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to obtain from CCT’s stockholders the vote required Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to approve the CCT Matters, on the terms and conditions set forth be held once in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation each of the CCT Matters and including three subsequent calendar quarters thereafter until such recommendation in Stockholder Approval is obtained. If, despite the Joint Proxy Statement/Prospectus and byCompany's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, at the request of FSIC, postponing or adjourning the CCT Stockholders Company shall cause an additional Stockholder Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover held semi-annually thereafter until such Stockholder Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeis obtained.

Stockholder Approval. (a) As Under the DGCL and the Company’s Certificate of Incorporation, the date approval of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT MattersCompany and, upon such Board approval, the affirmative vote of the holders of a majority of the outstanding Shares are required to approve and adopt the Merger Agreement and the transactions contemplated thereby, 36 Table of Contents including the Merger. The Board of Directors of the Company has unanimously approved the Offer, on the terms Merger and conditions set forth the Merger Agreement and the transactions contemplated thereby (including, without limitation, for purposes of Section 203 of the DGCL and Article Eleventh and Article Fourteenth of the Company’s Certificate of Incorporation). Unless the Merger is consummated pursuant to the short form merger provisions under the DGCL described below (in this which case no further corporate action by the stockholders of the Company will be required to complete the Merger), the only remaining required corporate action of the Company will be the approval and adoption of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a majority of the Shares. Pursuant to the Merger Agreement, declaring the Merger advisable, Company has agreed to take all action necessary under the DGCL and directing that the CCT Matters, including the Merger, be submitted its Certificate of Incorporation and Bylaws to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to convene a meeting of its stockholders promptly following consummation of the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, Offer to consider and vote upon on the Merger, if a stockholders’ vote is required. If the Purchaser owns a majority of the outstanding Shares, approval of the CCT Matters including Merger can be obtained without the affirmative vote of any other stockholder of the Company. Short Form Merger. Under the DGCL, if the Purchaser acquires at least 90% of the outstanding Shares, the Purchaser will be able to approve the Merger without a vote of the Company’s stockholders. In such event, the Purchaser anticipates that it will take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition without a meeting of the Company’s stockholders. If the Purchaser does not acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, a significantly longer period of time may be required to effect the Merger, on because a vote or the terms and conditions set forth in this Agreement as well as any other such matters. The record date for consent of the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCTCompany’s stockholders would be required under the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeDGCL.

Stockholder Approval. Cowen shall call a meeting of its stockholders (athe “Cowen Stockholder Meeting”) As to be held as soon as reasonably practicable for the purpose of (i) obtaining the requisite affirmative vote of the date holders of Cowen Common Stock entitled to vote on the adoption of this Agreement, Agreement and in connection with the Board of Directors of CCT has adopted resolutions approving the CCT MattersTransactions, including the Mergerissuance of shares of New Parent Class A Common Stock (the “Cowen Stockholder Approval”), on substantially the terms and conditions set forth in this Agreement, declaring and (ii) obtaining the Merger advisablerequisite affirmative vote (the “New Parent Plan Approval”) of the holders of Cowen Common Stock entitled to vote on the approval of an equity compensation plan for employees of New Parent and its subsidiaries (the “New Parent Plan”), and directing that the CCT Matters, including the Merger, be submitted shall use its reasonable best efforts to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything cause such meeting to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice occur as promptly soon as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such mattersreasonably practicable. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval Board of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Directors of Cowen shall use its reasonable best efforts to obtain from CCT’s its stockholders (x) the vote required to approve the CCT MattersCowen Stockholder Approval, on substantially the terms and conditions set forth in this Agreement, includingrequired to consummate the issuance of New Parent Class A Common Stock and other transactions contemplated by this Agreement and approve the Plan, subject and shall recommend such approval except as is permitted by Section 7.10(c) hereto and (y) the New Parent Plan Approval. Cowen shall submit this Agreement to Section 7.7, by providing to CCT’s its stockholders at the CCT Cowen Stockholder Meeting even if its Board of Directors’ recommendation Directors shall have withdrawn, modified or qualified its recommendation. The Board of Directors of Cowen has adopted resolutions approving the Transactions and the issuance of New Parent Class A Common Stock, on substantially the terms and conditions set forth in this Agreement, and directing that the issuance of New Parent Class A Common Stock in the Transactions, on such terms and conditions, be submitted to Xxxxx’x stockholders for their consideration. Notwithstanding the foregoing provisions of this Section 7.3, if on a date for which the Cowen Stockholder Meeting is scheduled, Cowen has not received proxies representing a sufficient number of shares of Cowen Common Stock to obtain the Cowen Stockholder Approval, whether or not a quorum is present, Cowen may for the sole purpose of soliciting additional proxies elect to, or shall, if requested by Ramius, use its reasonable best efforts to solicit additional proxies for the sole purpose of obtaining the Cowen Stockholder Approval and, in connection therewith, shall make one or more successive adjournments of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Cowen Stockholder Meeting to obtain a quorum or date specified by Cowen (if Cowen is electing to solicit additional proxies) or by Ramius (if Ramius has requested that Cowen solicit additional proxies); provided that CCT shall not postpone or adjourn that, in either case, the CCT Stockholders Cowen Stockholder Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned adjourned to a date that is more than ten (10) days after the date for which the Cowen Stockholder Meeting was originally scheduled (excluding any adjournments or withheldpostponements required by applicable Law). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change.

Stockholder Approval. (ai) As The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which initially shall be promptly called and held not later than 120 calendar days following the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the increase in the authorized Common Stock from 300,000,000 shares to 500,000,000 shares (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of this Agreement, the Resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including Company to recommend to the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing stockholders that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders they approve the sameResolutions. Notwithstanding anything The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the contrary in Section 7.7Stockholder Meeting Deadline, CCT the Company shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required cause an additional Stockholder Meeting to be approved or adopted by its held each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board of Directors of the Company does not recommend to the stockholders in order to carry out that they approve the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law Resolutions at any such Stockholder Meeting and the CCT Charter and Stockholder Approval is not obtained, or the CCT BylawsNotes are no longer outstanding, all actions necessary the Company shall cause an additional Stockholder Meeting to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other be held each calendar quarter thereafter until such mattersStockholder Approval is obtained. approve such resolutions. The record date for the CCT Stockholders Meeting Company shall be determined in prior consultation with and subject obligated to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use its reasonable best efforts to obtain from CCT’s stockholders the vote required Additional Stockholder Approval by the Additional Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Additional Stockholder Approval is not obtained on or prior to approve the CCT MattersAdditional Stockholder Meeting Deadline, on the terms and conditions set forth in this AgreementCompany shall cause an additional Additional Stockholder Meeting to be held each twelve month period thereafter until such Additional Stockholder Approval is obtained, including, subject to Section 7.7, by providing to CCT’s stockholders provided that if the CCT Board of Directors’ recommendation Directors of the CCT Matters Company does not recommend to the stockholders that they approve such resolutions at any such Additional Stockholder Meeting and including such recommendation in the Joint Proxy Statement/Prospectus and byAdditional Stockholder Approval is not obtained, at or the request of FSICNotes are no longer outstanding, postponing or adjourning the CCT Stockholders Company shall cause an additional Additional Stockholder Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover held each calendar quarter thereafter until such Additional Stockholder Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeis obtained.

Stockholder Approval. (a) As Under the DGCL, if Purchaser acquires, pursuant to the Offer, the Top-Up Option or otherwise, at least one share more than 90% of the date outstanding Shares (including Shares owned by Purchaser, NRC and its wholly-owned subsidiaries), the Merger may be effected under the short-form merger provisions of this the DGCL without prior notice to, or any action by, any other stockholder of Op-Tech. If Purchaser, NRC and its wholly-owned subsidiaries do not acquire at least 90% of the outstanding Shares (pursuant to the Offer, the Top-Up Option or otherwise), NRC and Purchaser will seek approval of the Merger and adoption of the Merger Agreement by Op-Tech stockholders. Approval of the Merger and adoption of the Merger Agreement requires the approval of holders of not less than a majority of the outstanding Shares, including the Shares owned by Purchaser, NRC and its wholly-owned subsidiaries. Thus, assuming that a majority of Shares of Op-Tech are acquired by the Purchaser at the time for acceptance for payment of the Shares pursuant to the Offer, Purchaser, NRC and its wholly-owned subsidiaries would own sufficient Shares to enable Purchaser, NRC and its wholly-owned subsidiaries, without the affirmative vote of any other stockholder of Op-Tech, to satisfy the stockholder approval requirement to approve the Merger and adopt the Merger Agreement. Pursuant to the Tender and Support Agreement, the Board Tendering Stockholders have already agreed to tender their Shares pursuant to the Offer, such that the Minimum Tender Condition would be satisfied. Additionally, in the event the Minimum Tender Condition is not satisfied, in NRC's or Purchaser's sole discretion, the Minimum Tender Condition may be deemed satisfied if a majority, instead of Directors 90%, of CCT has adopted resolutions approving the CCT Matters, including the Merger, on all Fully Diluted Shares are validly tendered in accordance with the terms of the Offer immediately prior to the scheduled Expiration Date and conditions set forth in this not properly withdrawn. Pursuant to the Merger Agreement, declaring if the Merger advisableStockholder Approval is required by law, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall takethen, in accordance with applicable Law the DGCL, the certificate of incorporation and bylaws of Op-Tech, and the CCT Charter and the CCT BylawsExchange Act, all actions necessary to send a notice Op-Tech, in consultation with NRC, will as promptly as practicable (but in no event later than 10 Business Days) following after the consummation of the Offer, for the purpose of obtaining the Stockholder Approval, duly set a record date on which the SEC declares the Registration Statement effective for, call, give notice of, convene and hold a special meeting of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, Op-Tech stockholders as promptly as reasonably practicable thereafter, following the acceptance for payment of Shares pursuant to consider and vote upon approval of the CCT Matters including Offer (with the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall and meeting date to be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheldby NRC). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change.

Stockholder Approval. (a) As of Subject to Section 5.8, Buyer Parent shall, as promptly as reasonably practicable following the date of this Agreement, in accordance with applicable Law and Buyer Parent’s Governing Documents, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment or postponement thereof, the Board “Special Meeting”) for the purpose of Directors of CCT has adopted resolutions approving obtaining the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisableRequisite Stockholder Approval, and directing that the CCT Matters, including the Merger, be submitted shall use its reasonable best efforts to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the samecause such meeting to occur as soon as reasonably practicable. Notwithstanding anything to the contrary in Section 7.7the preceding sentence, CCT Buyer Parent shall submit have the right to its stockholders make one or more postponements, recesses or adjournments of the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders Special Meeting (i) in order to carry out solicit additional proxies voting in favor of the Transactions. In furtherance Equity Issuance if, on a date for which the Special Meeting is scheduled, there is an insufficient number of that obligationBuyer Parent Shares present and voting (either in person or by proxy) to obtain the Requisite Stockholder Approval, CCT shall takewhether or not a quorum is present, in accordance with applicable Law and or (ii) to the CCT Charter and the CCT Bylaws, all actions extent necessary to send ensure that any amendment or supplement to the Proxy Statement contemplated to be filed with the SEC and/or disseminated to the holders of Buyer Parent Common Stock pursuant to the last sentence of Section 5.6(a) is timely filed with the SEC and/or disseminated to holders of Buyer Parent Common Stock; provided that the Special Meeting is not postponed or adjourned to a notice as promptly as practicable date that is more than thirty (but in no event later than 10 Business Days30) following days after the date on for which the SEC declares Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). Buyer Parent shall keep the Registration Statement effective Seller Parties informed with respect to proxy solicitation results as reasonably requested by any Seller Party or its Representatives. Subject to Section 5.8, the Buyer Parent Board shall continue to recommend that Buyer Parent’s stockholders vote in favor of which the Joint Equity Issuance and shall include such recommendation in the Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Buyer Parent shall use its reasonable best efforts to obtain the Requisite Stockholder Approval. Unless this Agreement shall have been terminated in accordance with Section 8.1, the obligation of Buyer Parent to call, give notice of, convene and hold the Special Meeting, to mail the Proxy Statement to the holders of Buyer Parent Shares and to solicit from CCT’s such stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth proxies in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation respect of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality approval of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) Equity Issuance shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders a Change of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeRecommendation.

Stockholder Approval. (a) As of Not later than the date of this Agreement, second Business Day after the Board of Directors of CCT has adopted resolutions approving Registration Statement is declared effective under the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable Securities Act (but in no event later than 10 Business Daysbefore (1) following the date on which information statement contained in the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms shall have been delivered to Merger Partner’s stockholders and (2) the Registration Statement shall have been declared effective), Merger Partner shall solicit and obtain the Merger Partner Stockholder Approval by the Written Consents (in a part, form reasonably acceptable to convene Public Company) to be executed and delivered by Xxxxxx Partner’s stockholders for the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider purposes of (i) evidencing the adoption of this Agreement and vote upon the approval of the CCT Matters including Merger and the Mergerother transactions contemplated hereby, on (ii) acknowledging that the terms approval given thereby is irrevocable and conditions set forth that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached to the Written Consent, and that such stockholder has received and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in this Agreement as well as connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. In connection with the Merger Partner Stockholder Approval, Xxxxxx Partner shall comply with all disclosure and other obligations to its stockholders under the DGCL and any other such mattersapplicable laws. The record date for the CCT Stockholders Meeting Merger Partner shall be determined in prior consultation with take all action that is both reasonable and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts lawful to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld)Merger Partner Stockholder Approval. Without limiting the generality of the foregoing, CCT’s Xxxxxx Partner agrees that its obligations pursuant to under this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions6.5(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders Merger Partner of any Takeover Acquisition Proposal (including any CCT Superior Proposal)or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner’s stockholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company and, (ii) CCT effecting a Takeover Approval or delivering a Notice except in the case of a CCT Superior Proposal or (iii) a CCT Adverse Merger Partner Board Recommendation Change, any solicitation or similar disclosure, if the Merger Partner Stockholder Approval has not already been obtained, shall include the recommendation of Merger Partner Board that Merger Partner’s stockholders consent to the adoption of this Agreement and approval of the Merger.

Stockholder Approval. (a) As The Company, acting through the Board of Directors, shall call for, give notice of, convene and hold the Stockholders’ Meeting as promptly as practicable following the date of this Agreement, for the Board purpose of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, considering and voting on the terms and conditions set forth proposal to approve the issuance of the Shares in this Agreement, declaring connection with the Merger advisablePurchase pursuant to Nasdaq Listing Rule 5635(b) (the “Voting Proposal”, and directing that the CCT Mattersapproval of the Voting Proposal by the majority of the holders of the outstanding shares of Common Stock present at the Stockholders’ Meeting and eligible to vote, including the Merger, be submitted to CCT’s stockholders for their consideration, “Stockholder Approval”). In connection with the recommendation that Stockholders’ Meeting, the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT Company shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law promptly prepare (and the CCT Charter Investor will reasonably cooperate with the Company to prepare) and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable file (but in no event later more than 10 seven Business Days) following Days after the date on which of this Agreement) with the SEC declares Commission a preliminary proxy statement (as amended or supplemented from time to time, the Registration Statement effective of which the Joint “Proxy Statement/Prospectus forms a part, ”) to convene be sent to the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon stockholders of the Company in connection with the approval of the CCT Matters including Voting Proposal, shall use its commercially reasonable efforts to respond to any comments of the MergerCommission or its staff and to cause a definitive Proxy Statement related to such Stockholders’ Meeting to be mailed to the Company’s stockholders not more than seven Business Days after clearance thereof by the Commission, and shall use its commercially reasonable efforts to solicit proxies in favor of approving the Voting Proposal. The Company agrees that the Proxy Statement (A) will not, on the terms date the Proxy Statement is first mailed to the stockholders of the Company or at the time of the Stockholders’ Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading (provided that the Company shall not be responsible for any statements made in the Proxy Statement with respect to the Investor, based on information supplied in writing by or on behalf of the Investor specifically for inclusion in the Proxy Statement) and conditions set forth (B) will comply as to form, in this Agreement as well as any other such mattersall material respects, with the requirements under the Exchange Act and the rules of the Commission thereunder. The record date for Board of Directors has unanimously recommended that the CCT Stockholders Meeting shall be determined Company’s stockholders vote in prior consultation with and favor of the Voting Proposal (the “Board Recommendation”) and, subject to the following sentence, the Proxy Statement will include such Board Recommendation. The Board of Directors shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Investor, the Board Recommendation, unless the Board of Directors has first determined in good faith, after consultation with its outside legal counsel, that failure to change the Board Recommendation is reasonably likely to result in a breach of its fiduciary duties. The Company shall provide the Investor with no less than twenty-four hours prior written approval notice of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders any meeting of the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of Directors at which any such action with respect to the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required Board Recommendation is to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changevoted on.

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special meeting of stockholders of the Company (athe “Stockholder Meeting”), which shall be promptly called and held not later than May 15, 2018, or, at the Company’s option, takes the action referred to below in this Section 4(dd) As by such date by the consent of a majority of outstanding voting power in accordance with the Rules under the 1934 Act (either, a “Stockholder Meeting Deadline”, and the earlier of such Stockholder Meeting Deadline and the second (2nd) Business Day after the date of such initial Stockholder Meeting pursuant to this AgreementSection 4(dd), the “Stockholder Reserve Requirement Date”), a proxy or information statement, in a form reasonably acceptable to the Buyers and ___________________, at the expense of the Company, with the Company obligated to reimburse the expenses of _________________ incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for a reverse stock split of at least from 10 to 1 (the “Stockholder Approval”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted Company to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything recommend to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other they approve such mattersresolutions. The record date for the CCT Stockholders Meeting Company shall be determined in prior consultation with and subject obligated to seek to obtain the prior written approval of FSIC (which prior written approval shall not be unreasonably delayedStockholder Approval by the Stockholder Meeting Deadline. If, conditioned or withheld). CCT shall use despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to obtain from CCT’s stockholders the vote required to approve Stockholder Meeting Deadline, the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Company shall cause an additional Stockholder Meeting to obtain a quorum be held on or solicit prior to August 15, 2018. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Stockholder Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not to be unreasonably delayed, conditioned or withheld)held semi-annually thereafter until such Stockholder Approval is obtained. Without limiting the generality of Notwithstanding the foregoing, CCT’s obligations pursuant if (x) on or prior to this Section 7.3(athe Stockholder Reserve Requirement Date the Company has filed a notice under Rule 10b-17 under the 1934 Act with the Financial Industry Regulatory Authority (“FINRA”) with respect to such reverse stock split, (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (iy) the commencementCompany responds promptly to FINRA comments and (z) the Company is awaiting for approval by FINRA to effect the reverse stock split, public proposal, public disclosure the Stockholder Reserve Requirement Date shall be extended until such date as FINRA approves or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changedenies such reverse stock split.

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the date Company (the “Subsequent Stockholder Meeting”), which initially shall be promptly called and held not later than January 31, 2006 (the “Subsequent Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Investors and a counsel of this Agreementtheir choice at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Board Subsequent Stockholder Meeting for approval of Directors resolutions (the “Subsequent Resolutions”) providing for the Company’s issuance of CCT has adopted resolutions approving all of the CCT Matters, including Securities as described in the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, Transaction Documents in accordance with applicable Law law and the CCT Charter rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Subsequent Stockholder Approval” and the CCT Bylawsdate such approval is obtained, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which “Subsequent Stockholder Approval Date”), and the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Subsequent Resolutions and to cause the Board to recommend to the stockholders that they approve the Subsequent Resolutions. The Company shall be obligated to seek to obtain from CCTthe Subsequent Stockholder Approval by the Subsequent Stockholder Meeting Deadline. If, despite the Company’s stockholders reasonable best efforts, the vote required Subsequent Stockholder Approval is not obtained on or prior to the Subsequent Stockholder Meeting Deadline, the Company shall cause an additional Subsequent Stockholder Meeting to approve the CCT Matters, on the terms Subsequent Resolutions to be called and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation held at each otherwise convened special or annual meeting of the CCT Matters stockholders of the Company, which special or annual meetings must be called and including held at least once in each six-month period after the Subsequent Stockholder Meeting Deadline until such recommendation in Subsequent Stockholder Approval is obtained, provided that if the Joint Proxy Statement/Prospectus Board does not recommend to the stockholders that they approve the Subsequent Resolutions at any such Subsequent Stockholder Meeting and bythe Subsequent Stockholder Approval is not obtained, at the request of FSIC, postponing or adjourning the CCT Stockholders Company shall cause an additional Subsequent Stockholder Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn be held each calendar quarter after the CCT Stockholders Subsequent Stockholder Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Deadline until such Subsequent Stockholder Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changeis obtained.

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the date of this AgreementCompany (the “Stockholder Meeting”), the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, which shall be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice called as promptly as practicable (after the date hereof, but in no event later than 10 Business Days90 days after the Closing, or such later date as agreed by the Company and the Required Holders (the “Stockholder Meeting Deadline”), a proxy statement, in a form reasonably acceptable to the Required Holders after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Resolutions”) following providing for a reverse split of the Common Stock in a ratio of at least one-for-ten (such affirmative approval being referred to herein as the “Stockholder Approval” and the date on which such approval is obtained, the SEC declares “Stockholder Approval Date”), and the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT Company shall use its reasonable best efforts to obtain from CCT’s solicit its stockholders’ approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders the vote required to that they approve the CCT Matters, on Resolutions. The Company shall be obligated to seek to obtain the terms and conditions set forth in this Agreement, including, subject to Section 7.7, Authorized Share Stockholder Approval by providing to CCT’s stockholders the CCT Board of Directors’ recommendation Stockholder Meeting Deadline. On the date of the CCT Matters and including such recommendation in approval of the Joint Proxy Statement/Prospectus and byResolutions, the Company shall file with the Secretary of State of Delaware a certificate of amendment to the Company’s Certificate of Incorporation to effect the Stockholder Approval, which certificate of amendment shall provide that it shall become immediately effective upon filing. If, despite the Company’s reasonable best efforts, the Authorized Share Stockholder Approval is not obtained at the request of FSICStockholder Meeting, postponing or adjourning the CCT Stockholders Company shall cause an additional Stockholder Meeting to obtain a quorum or solicit additional proxies; provided be held each calendar quarter thereafter until the Authorized Share Stockholder Approval is obtained. Notwithstanding anything herein to the contrary, no Buyer shall seek to convert any Notes prior to the Stockholder Approval Date to the extent that CCT shall not postpone or adjourn such conversion would require the CCT Stockholders Meeting Company to issue shares of Common Stock in excess of such Buyer’s Pro Rata Amount of 26,000,000 shares of Common Stock (as adjusted for any stock split, stock dividend, stock combination, reclassification or other reason without similar transaction after the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withhelddate hereof). Without limiting the generality of the foregoingAs used herein, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by “Pro Rata Amount” means a fraction (i) the commencement, public proposal, public disclosure or communication numerator of which is the principal amount of the Note issued to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), such Buyer on the Closing Date and (ii) CCT effecting a Takeover Approval or delivering a Notice the denominator of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changewhich is the aggregate principal amount of all Notes issued to the Buyers on the Closing Date.

Stockholder Approval. (a) As In connection with the approval of the date Purchase by NCEH’s stockholders as required by applicable law, NCEH shall, as soon as practicable following the execution of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Daysfive (5) business days following the date on which closing of the SEC declares Financing, prepare and file with the Registration Statement effective U.S. Securities and Exchange Commission (the “SEC”) a proxy statement soliciting approval by NCEH’s stockholders of which the Joint Purchase and the transactions contemplated hereby (the “Proxy Statement/Prospectus forms a part, ”). NCEH will cause the Proxy Statement to convene the CCT Stockholders Meeting, be mailed to NCEH’s stockholders as promptly as practicable thereafter(i) after receiving SEC approval, or upon receiving confirmation from the SEC that it is not going to consider review such Proxy Statement, and vote (ii) upon approval compliance with Rule 14a-13 of the CCT Matters including Exchange Act. If no response is received within ten days after filing with the MergerSEC, on NCEH will promptly inquire of the terms SEC whether it is going to review the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by NCEH, without providing the Purchasers and conditions the Corporation a reasonable opportunity to review and comment thereon. NCEH will advise the Purchasers and the Corporation promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Closing, any information relating to the Purchasers, or any of their respective affiliates, officers or directors, should be discovered by the NCEH or the Purchasers which should be set forth in this Agreement as well as an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such matters. The record date for the CCT Stockholders Meeting information shall be determined in prior consultation promptly filed with and subject the SEC and, to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayedextent required by law, conditioned or withheld). CCT shall use reasonable best efforts disseminated to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeNCEH.

Stockholder Approval. (a) As of Promptly after the date execution and delivery of this Agreement, the Board Company shall deliver to Buyer the written consent of Directors holders of CCT has adopted resolutions approving at least a majority of the CCT Mattersshares of Voting Common Stock, including voting as a single class together with the Mergerholders of the outstanding shares of Preferred Stock on an as-converted to Voting Common Stock basis, on to adopt this Agreement and approve the terms Merger and conditions set forth the transactions contemplated hereby (the “Merger Consent”), which Merger Consent shall have been obtained in accordance with, and shall comply with, the DGCL and the Company’s certificate of incorporation and bylaws. As soon as reasonably practicable after the Merger Consent is obtained, the Company shall provide the stockholders of the Company with written notice of the Merger Consent and its effectiveness in accordance with the DGCL and the Company’s certificate of incorporation and bylaws, together with any disclosures required by applicable Law (which disclosures shall comply with applicable Law), and shall notify all stockholders of the Company that did not sign a Merger Consent that the drag-along rights under the Stockholder Agreement have been exercised in connection with the transactions contemplated by this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted such stockholders are required to CCT’s stockholders for their consideration, comply with the recommendation that terms thereof (the CCT stockholders approve “Information Statement”). The Company shall offer Buyer the same. Notwithstanding anything opportunity to review and comment upon any information contained in the contrary in Section 7.7, CCT shall submit Information Statement prior to its being delivered to stockholders of the CCT Matters on Company. Immediately following the terms execution and conditions set forth in delivery this Agreement, Buyer, as sole stockholder of Merger Sub, shall adopt this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out approve the Transactions. In furtherance of that obligation, CCT shall take, Merger and the related transactions contemplated hereby in accordance with applicable Law the DGCL and the CCT Charter Buyer’s and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCTMerger Sub’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeOrganizational Documents.

Stockholder Approval. If the Common Stock is listed on an Eligible Market other than the Principal Market (athe “New Principal Market”) As and the issuance of the date Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of this Agreementshares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules orregulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the Conversion Shares, Warrant Shares and Interest Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 75 days after the earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the New Principal Market on the issuance of Conversion Shares or Warrant Shares (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and Xxxx Xxxx, P.A. at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market and such affirmative approval being referred to herein as (the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted Company to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything recommend to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other they approve such mattersresolutions. The record date for the CCT Stockholders Meeting Company shall be determined in prior consultation with and subject obligated to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use its reasonable best efforts to obtain from CCTthe Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s stockholders reasonable best efforts the vote required Stockholder Approval is not obtained on or prior to approve the CCT MattersStockholder Meeting Deadline, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Company shall cause an additional Stockholder Meeting to obtain a quorum be held every six (6) months thereafter until such Stockholder Approval is obtained or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation ChangeNotes are no longer outstanding.

Stockholder Approval. (a) As The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the date Company (the “Stockholder Meeting”), which meeting shall be held no later than the Company’s annual meeting to be held in 2015 (which shall be held no later than May 27, 2015) (the “Stockholder Meeting Deadline”)), a proxy statement soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of this Agreementa resolution (the “Resolution”) to amend the Company’s Certificate of Incorporation to increase the Company’s authorized Common Stock to an amount sufficient to permit the Company to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants (the “Increased Shares Amendment”) (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of the Resolution and to cause the Board of Directors of CCT has adopted resolutions approving to recommend to the CCT Mattersstockholders that they approve the Resolution. The Company shall be obligated to hold the Stockholder Meeting by the Stockholder Meeting Deadline and seek to obtain the Stockholder Approval at the Stockholder Meeting by the Stockholder Meeting Deadline. If, including despite the MergerCompany’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, on so long as the terms and conditions set forth in this AgreementWarrants remain outstanding, declaring the Merger advisableCompany shall cause an additional Stockholder Meeting to be held every ninety days thereafter until such Stockholder Approval is obtained. No later than two (2) Business Days following the Stockholder Approval, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, Company shall file with the recommendation that the CCT stockholders approve the same. Notwithstanding anything Secretary of State of Delaware a certificate of amendment to the contrary in Section 7.7, CCT shall submit Company’s Certificate of Incorporation to its stockholders effect the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the TransactionsIncreased Shares Amendment. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the The date on which the SEC declares Increased Shares Amendment becomes effective is referred to herein as the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Change“Authorized Shares Increase Date.”

Stockholder Approval. (a) As of Promptly following the date of this Agreementhereof , the Company and its Board of Directors shall (i) prepare proxy materials and solicit proxies requesting Stockholder Approval (as defined below), (ii) call an annual or special meeting (the "SPECIAL MEETING") of CCT has adopted resolutions approving the CCT MattersCompany's stockholders (which shall be held no later than August 1, including 2005, subject to any delay caused solely by the MergerSEC's review of the preliminary proxy statement relating thereto or clearance of the materials under applicable SEC rules and regulations) for the purpose of obtaining Stockholder Approval, on (iii) recommend that the terms and conditions set forth Company's stockholders vote in this Agreement, declaring the Merger advisablefavor of such approval, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Daysiv) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall otherwise use commercially reasonable best efforts to obtain from CCT’s Stockholder Approval. If Stockholder Approval is not obtained at the Special Meeting, the Company and its Board of Directors shall continue to use commercially reasonable best efforts to obtain Stockholder Approval until Stockholder Approval is obtained. A request for Stockholder Approval, unless the Board of Directors receives an opinion of counsel advising that such recommendation would constitute a breach of the directors' fiduciary duties imposed by applicable law, shall include a recommendation that the Company's stockholders vote in favor of such approval. All expenses related to the solicitation of proxies with respect to, or otherwise incurred in connection with, obtaining Stockholder Approval shall be borne by the Company. "STOCKHOLDER APPROVAL" means the affirmative vote required by the holders of the requisite number of votes cast at a meeting of stockholders to duly and validly approve (i) the CCT Matters, on issuance of the Exchange Warrants upon exchange of the Note in accordance with the terms and conditions set forth in thereof and of this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice the issuance of a CCT Superior Proposal or the Series B Preferred Stock and the C-3 Warrant pursuant to this Agreement, in the event that Nasdaq requires stockholder approval of these transactions in connection with the Supplemental Listing Application (as described in Section 4(u) below), and (iii) a CCT Adverse Recommendation Changeany other transaction contemplated hereby which respect to which Nasdaq requires specific stockholder approval in connection with the Supplemental Listing Application (as described in Section 4(u) below).

Stockholder Approval. (a) As of the date of this Agreement, the BCIC Board of Directors of CCT has adopted resolutions approving the CCT BCIC Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, advisable and directing that the CCT BCIC Matters, including the Merger, be submitted to CCTBCIC’s stockholders for their consideration, with the recommendation that the CCT BCIC stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT unless this Agreement is terminated pursuant to a BCIC Superior Proposal Termination, BCIC shall submit to its stockholders the CCT BCIC Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT BCIC shall take, in accordance with applicable Law and the CCT Charter BCIC Certificate and the CCT BCIC Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 5 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT BCIC Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT BCIC Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT BCIC Stockholders Meeting shall be determined in prior consultation with and subject to TCPC. Unless the prior written approval of FSIC (which prior written approval shall not be unreasonably delayedBCIC Board has made a BCIC Adverse Recommendation Change, conditioned or withheld). CCT BCIC shall use reasonable best efforts to obtain from CCTBCIC’s stockholders the vote required to approve the CCT BCIC Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCTBCIC’s stockholders the CCT Board of Directors’ BCIC Board’s recommendation of the CCT BCIC Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSICTCPC, postponing or adjourning the CCT BCIC Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT BCIC shall not postpone or adjourn the CCT BCIC Stockholders Meeting for any other reason without the prior written consent of FSIC TCPC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCTunless this Agreement is terminated pursuant to a BCIC Superior Proposal Termination, BCIC’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the TransactionsBCIC Matters) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCTBCIC, its Representatives or its stockholders of any Takeover Proposal (including any CCT BCIC Superior Proposal), (ii) CCT BCIC effecting a Takeover Approval or delivering a Notice of a CCT BCIC Superior Proposal or (iii) a CCT BCIC Adverse Recommendation Change.

Stockholder Approval. (a) As The Company shall use its Reasonable Best Efforts to obtain, as promptly as practicable, the Requisite Stockholder Approval and the Conversion Approval, either at a special meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the applicable requirements of the date California General Corporation Law. In connection with such special meeting of stockholders or written stockholder consent, the Company shall provide to its stockholders a written proxy or information statement (the "Disclosure Statement") which includes (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Stockholders, the escrow arrangements and the authority of the Indemnification Representative, and a statement that the adoption of this AgreementAgreement by the stockholders 27 of the Company shall constitute approval of such terms), (B) the information required by Rule 503(b)(2) of Regulation D under the Securities Act, (C) a statement that appraisal rights are available for the Company Shares pursuant to Chapter 13 of the California General Corporation Law and a copy of such Chapter 13 and (D) the unanimous recommendation of the Company's Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including stockholders of the Merger, be submitted to CCT’s stockholders for their consideration, with Company vote in favor of the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in adoption of this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance approval of that obligation, CCT shall take, in accordance with applicable Law the Merger and the CCT Charter conversion of the outstanding Preferred Shares into Common Shares. The Buyer agrees to cooperate with the Company in the preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the CCT BylawsDisclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld or delayed). If the Requisite Stockholder Approval and the Conversion Approval are obtained by means of a written consent, the Company shall send, pursuant to the applicable requirements of the California General Corporation Law, a written notice to all actions necessary stockholders of the Company that did not execute such written consent informing them of the Requisite Stockholder Approval and the Conversion Approval and that appraisal rights are available for their Company Shares pursuant to send Chapter 13 of the California General Corporation Law (which notice shall include a notice as copy of such Chapter 13), and shall promptly as practicable (but in no event later than 10 Business Days) following inform the Buyer of the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to CCT, its Representatives or its stockholders of any Takeover Proposal (including any CCT Superior Proposal), (ii) CCT effecting a Takeover Approval or delivering a Notice of a CCT Superior Proposal or (iii) a CCT Adverse Recommendation Changenotice was sent.