Common use of Preparation of Proxy Statement; Stockholders Meeting Clause in Contracts

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement (and in any event within 15 calendar days after the date hereof), the Seller shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counsel. (a) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) for the purpose, among others, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Change.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement (and but in any no event within 15 calendar later than seven (7) days after the date hereofOffer is commenced), the Seller Company shall (i) prepare and file a Proxy Statement with the SEC a preliminary Proxy Statement. Each of the Company and Parent shall furnish all information concerning such Person to the other as may be reasonably requested in preliminary form as required by the Exchange Act and (ii) in consultation connection with the Buyerpreparation, set a preliminary record date for the Seller Stockholders Meeting filing and commence a broker search pursuant to Section 14a‑13 distribution of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, . The Company shall provide promptly notify Parent upon the Buyer with receipt of any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its staff Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, . Each of the Company and Parent shall cause use reasonable best efforts to respond as promptly as practicable to any comments of the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement SEC with respect to the Proxy Statement so that such document would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the SellerStatement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller Company (i) shall give the Buyer and its counsel a reasonable provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response or any amendment to any such document) and (ii) shall give due consideration include in such document or response all comments reasonably proposed by Parent. If, at any time prior to all reasonable additionsthe Company Stockholders’ Meeting, deletions any information relating to the Company, Parent or changes suggested thereto any of their respective Affiliates, officers or directors should be discovered by the Buyer and its counsel. (a) As promptly as practicable after Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement is cleared by does not 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 SEC for mailing to statements therein, in light of the Seller’s stockholderscircumstances under which they are made, not misleading, the Seller party that discovers such information shall duly callpromptly notify the other parties hereto, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) for the purpose, among others, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and an appropriate amendment or supplement describing such Seller Stockholders Meeting information shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if and, to the extent required by such date the SEC has not informed the Seller that it intends to review the Proxy Statement applicable Law or (ii) if the SEC has, reasonably requested by the tenth calendar day after other party, and disseminated to the preliminary Proxy Statement therefor has been filed with shareholders of the SECCompany. (b) As soon as reasonably practicable prior to, informed the Seller that it intends to review the Proxy Statementbut in no event later than five (5) Business Days after, the date on which the SEC confirms that it has no further comments on preliminary Proxy Statement is filed with the SEC, the Company shall establish a record date (which will be one (1) Business Day after the anticipated Expiration Date of the Offer), and as soon as practicable after the closing of the Offer, duly call and give notice of a meeting of its shareholders (the “Company Stockholders’ Meeting”) and cause the definitive Proxy Statement to be mailed to the Stockholders as promptly as reasonably practicable, each for the purpose of obtaining the Company Stockholder Approval. The Company shall duly convene and hold the Company Stockholders’ Meeting as promptly as reasonably practicable after the mailing of the Proxy Statement); provided, however, that in no event shall such meeting be held later than fifteen (15) calendar days following the date that the Offer is closed. The Seller may postpone or adjourn notice of such Company Stockholders’ Meeting shall state that a resolution to approve this Agreement will be considered at the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due Company Stockholders’ Meeting. The Company Board shall recommend to the absence Stockholders that they approve this Agreement, and shall include such recommendation in the Proxy Statement. Parent may require the Company to, and if so required the Company shall, adjourn or postpone the Company Stockholders’ Meeting one time (for a period of a quorum or not more than thirty (B30) if the Seller has calendar days but not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or past two (iii2) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders Business Days prior to the Seller Stockholders Meeting; providedExpiration Date), that unless prior to such adjournment the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total Company shall have received an aggregate number of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer proxies voting for the absence adoption of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated herebyhereby (including the Merger), (ii) include which have not been withdrawn, such recommendation that the conditions in Section 7.1 will be satisfied at such meeting. Once the Proxy Statement and (iii) publicly reaffirm Company has established a record date for the Company Stockholders’ Meeting, the Company shall not change such recommendation within 24 hours after record date or establish a request different record date for the Company Stockholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the BuyerCompany Bylaws. Without limiting Unless the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Company Board shall have effected an Adverse Recommendation Change specifically permitted by in accordance with Section 5.176.2(e), the Seller Company shall use its commercially reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with all applicable Laws. Unless this Agreement is validly terminated in accordance with Article VIII, the Company shall submit this Agreement to obtain its shareholders at the Seller Company Stockholders’ Meeting even if the Company Board shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, advise Parent not more than on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Stockholders’ Meeting as to the aggregate tally of proxies received by the Company with respect to the Company Stockholder Approval Approval. At the Company Stockholders’ Meeting, if any, Parent agrees to cause all Shares acquired pursuant to the Offer and all other Shares owned by Parent or any Subsidiary of Parent to be voted in favor of the Merger. (c) Notwithstanding the foregoing clauses (a) and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by b), if following the commencementexpiration of the Offer or the exercise of the Top-Up Option, public proposalParent, public disclosure or communication to the Seller Merger Sub or any other Person direct or indirect Subsidiary of any Acquisition Proposal or Parent shall collectively hold at least 90% of the occurrence outstanding Shares, each of any Seller Adverse Recommendation ChangeParent, Merger Sub and the Company shall (subject to Section 7.1) take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the consummation of the purchase of the Shares without a meeting of Stockholders of the Company, in accordance with Section 1110 of the CGCL.

Preparation of Proxy Statement; Stockholders Meeting. (a) As The Seller will cause the Company to deliver to the Buyer the Company Proxy Information as promptly as reasonably practicable after the date execution of this Agreement (and in any event within 15 calendar days after the date hereof), the Seller shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included inclusion in the Proxy Statement. The Buyer shall prepare and promptly file with the U.S. Securities and Exchange Commission (the “SEC”), shall provide but in no event later than (i) October 13, 2006 or (ii) five (5) Business Days after delivery of the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made Company Proxy Information by the SEC or its staff with respect to Seller, whichever is later (the Proxy Statement“Filing Deadline”), and shall cause the Proxy Statement in definitive preliminary form to or such other form, statement or report as may be mailed to required under the Seller’s stockholders at federal securities laws. Following its clearance by the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions contemplated by this Agreement, the SellerSEC, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to shall distribute the Proxy Statement so that such document would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information Buyer’s stockholders and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested pursuant thereto by the Buyer and its counsel. (a) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) Buyer’s Stockholder Meeting as promptly as reasonably practicable in accordance with applicable Law for the purpose, among others, purpose of obtaining seeking the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement)Approval. The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence through its Board of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller BoardDirectors, shall (i) recommend to its stockholders that they adopt and approve this Agreement and the transactions contemplated herebyherein and, subject to applicable Law and its fiduciary duties, shall not withdraw or modify its recommendation. The Company and the Seller shall cooperate with the Buyer in the filing, preparation and distribution of the Proxy Statement. All fees and expenses incurred by the Buyer, the Seller or the Company (iiother than the audit fees described in Section 6.23) include such recommendation in connection with the preparation of the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so obtaining the Stockholder Approval shall be borne by the Buyer. Without limiting the generality , including, without limitation, all related fees and expenses of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication counsel to the Seller or any and the Company and all other Person fees and expenses incurred by the Seller and the Company in performing their obligations under this Section 6.18. The Buyer shall pay such fees and expenses described in the immediately preceding sentence within twenty (20) calendar days following receipt by the Buyer of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Changea reasonably detailed invoice relating thereto.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable (and no later than twenty (20) Business Days) after the date of this Agreement (and in any event within 15 calendar days after the date hereof)Agreement, the Seller Company shall (i) prepare (with the Parent’s reasonable cooperation) and file a Proxy Statement with the SEC in preliminary form a proxy statement (as required by amended or supplemented from time to time, the Exchange Act “Proxy Statement”) to be sent to the stockholders of the Company relating to the special meeting of the Company’s stockholders (such special meeting and any adjournments and postponements thereof, the “Company Stockholders Meeting”) to be held to consider, among other matters, the adoption of this Agreement and (ii) in consultation with the Buyer, set a preliminary record date for determining the Seller stockholders entitled to notice of and to vote at the Company Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 14a-13 of the Exchange Act in connection therewiththerewith and the Company will give due consideration in good faith to all reasonable additions, deletions or changes suggested thereto by Parent or its counsel. The Seller shall ensure that No filing of, or amendment or supplement to, the Proxy Statement complies in all material respects with will be made by the applicable provisions of Company without providing the Exchange Act Parent a reasonable opportunity to review and the rules and regulations promulgated thereunder and satisfies all rules of NYSE Americancomment thereon . The Seller shall use commercially reasonable efforts to have Company will advise the Parent promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement cleared or comments thereon and responses thereto or requests by the SEC as for additional information, will promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer Parent with copies of any comments that may be received written communication from the SEC or its staff with respect any state securities commission and a reasonable opportunity to participate in the responses thereto, shall and will respond promptly to any such comments made requests by the SEC or its staff with respect to the Proxy Statementthereto as promptly as reasonably practicable. If, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder ApprovalEffective Time, any information relating to the transactions contemplated by this AgreementCompany or the Parent, the Seller, the Buyer or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Seller Company or the Buyer Parent that should be set forth in an amendment or supplement to the Proxy Statement Statement, so that such document the Proxy Statement would not contain 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 that discovers such information shall promptly notify the other party parties hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required by under applicable Lawlaw, disseminate disseminated to stockholders of the Company; provided, that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by any party hereunder or otherwise affect the stockholders remedies available hereunder to any party. (b) As promptly as reasonably practicable following the Company’s receipt of notice from the Seller. Notwithstanding SEC that the foregoing, prior to filing or mailing SEC has completed its review of the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of or, if the SEC with respect thereto, does not inform the Seller shall give the Buyer and its counsel a reasonable opportunity Company that it intends to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counsel. (a) As promptly as practicable after the Proxy Statement is cleared by on or before the SEC for mailing tenth (10th) calendar day following the filing of the preliminary Proxy Statement pursuant to Rule 14a-6 under the Seller’s stockholdersExchange Act, as promptly as reasonably practicable following such 10th calendar day), the Seller Company, acting through the Company Board, shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Company Stockholders Meeting”) Meeting for the purpose, among others, purpose of obtaining the Seller Company Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c14a-21(c) under the Exchange Act in connection therewith (and such Seller therewith; provided, however, that the Company Board shall be permitted to adjourn, delay or postpone the Company Stockholders Meeting shall in any event be no later than forty-five calendar days after accordance with applicable law (but not beyond the Outside (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) extent necessary to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Company Board has determined in good faith after consultation with outside legal counsel is reasonably likely to be necessary or appropriate under applicable Law law and for such supplemental or amended disclosure to be disseminated and reviewed by the SellerCompany’s stockholders prior to the Seller Company Stockholders Meeting; provided, that (ii) on no more than two (2) occasions, if there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the Seller may not postpone business of the Company Stockholders Meetings or adjourn (iii) if on the Seller date on which the Company Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoingis then-scheduled, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller Company has not received proxies representing a sufficient number of Shares for the Seller Company Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in to the case of extent that (A) the Company Board shall have effected a Seller Adverse Company Board Recommendation Change specifically permitted by in accordance with Section 5.176.1(b), the SellerCompany, through the Seller Company Board, shall (i1) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii2) include such recommendation in the Proxy Statement and (iiiB) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable best efforts to solicit proxies to and obtain the Seller Company Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation ChangeApproval.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date of this Agreement (and in any event within 15 calendar days after following the date hereof), the Seller ConocoPhillips and Burlington shall (i) prepare cooperate in preparing and file a Proxy Statement shall cause to be filed with the SEC in preliminary form as required by mutually acceptable proxy materials that shall constitute the Exchange Act Proxy Statement/Prospectus and (ii) in consultation ConocoPhillips and Burlington shall prepare, and ConocoPhillips shall file with the BuyerSEC, set the Form S-4. The Proxy Statement/Prospectus will be included as a preliminary record date for the Seller Stockholders Meeting prospectus in and commence will constitute a broker search pursuant to Section 14a‑13 part of the Exchange Act in connection therewithForm S-4 as ConocoPhillips' prospectus. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions Each of the Exchange Act ConocoPhillips and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Burlington shall use commercially reasonable best efforts to have the Proxy Statement Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. ConocoPhillips and Burlington shall, as promptly as practicable after receipt thereof, provide the other parties with copies of any written comments, and advise each other of any oral comments, with respect to the Proxy Statement/Prospectus or Form S-4 received from the SEC. ConocoPhillips and Burlington shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each will provide each other parties with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both ConocoPhillips and Burlington, which approval shall not be unreasonably withheld or delayed; PROVIDED that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and PROVIDED, FURTHER, that Burlington, in connection with a Change in the Burlington Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Burlington Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Burlington will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Burlington stockholders as promptly as practicable after the filing Form S-4 is declared effective under the Securities Act. ConocoPhillips and Burlington will advise the other party, promptly after it receives notice thereof. The Seller shall obtain and furnish , of the information required to be included time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the ConocoPhillips Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If, shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder ApprovalEffective Time, any information relating to the transactions contemplated by this AgreementConocoPhillips or Burlington, the Seller, the Buyer or any of their respective Affiliatesaffiliates, directors officers or officers should be directors, is discovered by the Seller ConocoPhillips or the Buyer that Burlington and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement Statement/Prospectus so that any of such document documents would not contain 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 that discovers hereto discovering such information shall promptly notify the other party hereto and parties and, to the Seller shall promptly file with the SEC extent required by law, rules or regulations, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable Law, disseminate such amendment or supplement SEC and disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer ConocoPhillips and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselBurlington. (ab) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller Burlington shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders (the “Seller Burlington Stockholders Meeting”) Meeting as soon as practicable for the purpose, among others, purpose of obtaining the Seller Burlington Stockholder Approval and, if applicablesubject to Section 6.5, shall take all lawful action to solicit the advisory vote required Burlington Stockholder Approval. The Board of Directors of Burlington shall recommend the adoption of the plan of merger contained in this Agreement by Rule 14a‑21(cthe Burlington stockholders to the effect as set forth in Section 4.1(r) under (the Exchange Act in connection therewith ("BURLINGTON RECOMMENDATION"), and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to ConocoPhillips the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement Burlington Recommendation or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed take any action or make any statement in connection with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Burlington Stockholders Meeting solely (i) inconsistent with the consent of the BuyerBurlington Recommendation (collectively, a "CHANGE IN THE BURLINGTON RECOMMENDATION"); (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder ApprovalPROVIDED, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; providedHOWEVER, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement Burlington and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality Board of the foregoing, the Seller agrees that (x) except in the event Directors of a Seller Adverse Recommendation Change specifically Burlington may take any action permitted by under Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Change6.5.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date of this Agreement (and in any event within 15 calendar days after the date hereof)Agreement, the Seller Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewithProxy Statement. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Company shall use commercially reasonable best efforts to have the Proxy Statement cleared by the SEC and its staff under the Exchange Act, as promptly as practicable after the filing thereofsuch filing. The Seller Company shall obtain and furnish cause the information required Proxy Statement to be included in mailed to holders of Company Common Stock as promptly as practicable after Proxy Statement is cleared by the SEC. Without limiting any other provision herein, the Proxy Statement, Statement will contain such information and disclosure so that the Proxy Statement conforms in form and substance to the requirements of the Exchange Act. (b) The Company shall provide promptly notify Purchaser of the Buyer with receipt of any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to and of any such comments made request by the SEC or its staff with respect for amendments or supplements to the Proxy Statement, Statement or for additional information and shall cause supply the Purchaser with copies of all correspondence between the Company or any of its representatives and the SEC or its staff. The Company and the Purchaser shall cooperate with each other and provide to each other all information necessary in order to prepare the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. as expeditiously as practicable. (c) If at any time prior to obtaining the Seller Stockholder Approval, stockholders vote there shall occur any information relating event with respect to the transactions contemplated by this Agreement, the Seller, the Buyer Company or any of their respective AffiliatesCompany Subsidiaries, directors or officers should with respect to other information supplied by Company for inclusion in the Proxy Statement, which event is required to be discovered by the Seller or the Buyer that should be set forth described in an amendment of or a supplement to the Proxy Statement Statement, such event shall be so that such document would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements thereindescribed, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselCompany. (ad) As promptly The Company shall, as soon as practicable after following the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholdersdate hereof, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”"COMPANY STOCKHOLDERS MEETING") for the purpose, among others, purpose of obtaining seeking the Seller Requisite Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement)Vote. The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller Company shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller BoardBoard of Directors, shall (i) recommend to its stockholders that they adopt this Agreement and give the transactions contemplated herebyRequisite Stockholder Vote, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller extent that the Board of Directors shall have withdrawn or any other Person modified its recommendation of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Changethis Agreement.

Preparation of Proxy Statement; Stockholders Meeting. In the event that Investor delivers the Notice of Exercise prior to the Option Expiration Date in accordance with Section 2.6, then: (a) As promptly as reasonably practicable following the Exercise Date (but, in any event, no later than 20 Business Days after the date of this Agreement (and in any event within 15 calendar Exercise Date, provided that if the Exercise Date is less than 30 days after the date hereofEffective Date, such 20 Business Day period will commence 30 days after the Effective Date), Parent will prepare and cause to be filed with the Seller shall SEC the proxy statement to be sent to the stockholders of Parent in connection with the Parent Stockholders Meeting (as amended or supplemented, the “Proxy Statement”) in preliminary form. Parent and Investor will cooperate and consult with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, (i) prepare Parent will provide Investor with a reasonable opportunity to review and file a comment on the Proxy Statement with or any amendment or supplement thereto prior to filing (which comments shall be reasonably considered by Parent) and (ii) upon Parent’s request, Investor will promptly furnish to Parent the SEC information relating to it and in preliminary form as its possession required by the Exchange Act to be set forth in the Proxy Statement. Each of Parent and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that Investor will cause the Proxy Statement complies to comply as to form and substance as to such Party in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder of The NASDAQ Stock Market. (b) Each of Parent and satisfies all rules of NYSE American. The Seller shall Investor agree to correct any information provided by it for use commercially reasonable efforts to have in the Proxy Statement cleared that has become materially false or misleading upon becoming aware of the same and, if required by the SEC applicable Law, Parent shall promptly prepare and mail to its stockholders an amendment or supplement setting forth such correction; provided, however, that if an amendment or supplement is required to be prepared and mailed due to information provided by Investor being materially false or misleading, then all costs and expenses incurred in connection with such amendment or supplement will be borne by Investor. Parent will, as promptly as practicable after reasonably practicable, notify Investor of the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with receipt of any comments that may be received from or other correspondence with the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy StatementStatement and any request by the SEC for any amendment to the Proxy Statement or for additional information (and promptly deliver a copy of such comments, any related correspondence or request to Investor). Parent shall use its reasonable best efforts to resolve, and shall each of Parent and Investor agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to Parent's stockholders as promptly as reasonably practicable following filing with the Seller’s stockholders at the earliest practicable dateSEC. If at any time Parent agrees to consult with Investor prior to obtaining the Seller Stockholder Approval, any information relating responding to SEC comments with respect to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement preliminary Proxy Statement. (c) Subject to the Proxy Statement so that such document would not contain any misstatement terms hereof, as promptly as reasonably practicable after the date of a material fact or omit to state any material fact necessary to make the statements therein, in light mailing of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or and in any amendment or supplement theretoevent no more than 25 Business Days), Parent, acting through its board of directors, and in accordance with applicable Law, will (i) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counsel. (a) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) for the purpose, among others, purpose of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt authorizing this Agreement and the transactions contemplated hereby, hereby (the “Parent Stockholders Meeting”) and (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the BuyerParent Board Recommendation unless there is an Adverse Recommendation Change in accordance with Section 6.13. Without limiting the generality of the foregoing, the Seller NII Telecom agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to clause (i) of the foregoing sentence of this Section 5.18(b6.12(c) shall will not be affected by the commencement, public proposal, public disclosure or communication to the Seller NII Telecom or Parent or any other Person of any Acquisition Brazil Proposal or the occurrence of any Seller Parent Takeover Proposal. Subject to Section 6.13, and unless Parent has made an Adverse Recommendation Change, Parent shall use reasonable best efforts to (A) solicit from its stockholders proxies in favor of the adoption of this Agreement and approval of the transactions contemplated hereby and (B) take all other actions necessary or advisable to secure the vote or consent of its stockholders required by applicable Law to obtain such approval. Parent shall keep Investor updated with respect to proxy solicitation results as reasonably requested by Investor. Once the Parent Stockholders Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Stockholders Meeting (other than (x) with the written consent of Investor, which shall not be unreasonably withheld, conditioned or delayed, (y) in order to obtain a quorum of its stockholders or (z) as reasonably determined by Parent to comply with applicable Law). Notwithstanding anything contained herein to the contrary, Parent shall not be required to hold the Parent Stockholders Meeting if this Agreement is terminated before the meeting is held.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after following the date of this Agreement (Agreement, Dura shall prepare, with the cooperation of Elan, and in any event within 15 calendar days after the date hereof), the Seller shall (i) prepare and file a Proxy Statement cause to be filed with the SEC in preliminary form as required by proxy materials which shall constitute a proxy statement/prospectus with respect to the Exchange Act Dura Stockholders Meeting (such proxy statement, and (iiany amendments or supplements thereto, the "PROXY STATEMENT/PROSPECTUS") in consultation and Elan shall prepare, with the Buyercooperation of Dura, set and file with or confidentially submit to the SEC a preliminary record date for registration statement on Form F-4 with respect to the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 issuance of the Exchange Act Elan ADSs in connection therewiththe Merger (such Form F-4, and any amendments or supplements thereto, the "FORM F-4"). The Seller shall ensure that Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Proxy Statement complies in all material respects Form F-4 as Elan's prospectus. Dura shall, with the applicable provisions cooperation of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall Elan, use commercially reasonable efforts to have the Proxy Statement Statement/Prospectus cleared by the SEC and Elan shall, with the cooperation of Dura, use commercially reasonable efforts to have the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long is necessary to consummate the Merger and the transactions contemplated hereby. Elan and Dura shall, as promptly as practicable after receipt thereof, advise the other party of any comments with respect to the Proxy Statement/Prospectus or the Form F-4 received from the SEC. Elan and Dura shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form F-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form F-4 shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; PROVIDED that, with respect to documents filed by a party which are incorporated by reference in the Form F-4 of the Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and PROVIDED, FURTHER, that Dura, in connection with a Change in the Dura Recommendation (as defined in Section 5.1(b)) made in accordance with Section 5.1(b), may amend or supplement the Proxy Statement/Prospectus or the Form F-4 (including by incorporation by reference) pursuant to a Qualifying Amendment (as defined below) to effect such a Change in the Dura Recommendation, and in such event, this right of approval of Elan shall apply only to information relating to Elan or its business, financial condition or results of operations. A "QUALIFYING AMENDMENT" means an amendment or supplement to the Proxy Statement/Prospectus or the Form F-4 (including by incorporation by reference) to the extent it contains (i) a Change in the Dura Recommendation made in accordance with Section 5.1(b), (ii) a statement of the reasons of the Board of Directors of Dura for making such Change in the Dura Recommendation and (iii) additional information directly related to the foregoing. Dura will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Dura stockholders as promptly as practicable after the filing thereofForm F-4 is declared effective under the Securities Act. The Seller Elan shall obtain and furnish the information also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be included taken under any applicable state securities laws in connection with the issuance of the Elan ADSs in the Merger and Dura shall furnish all information concerning Dura and the holders of Dura Common Stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Elan ADSs issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement, shall provide /Prospectus or the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable dateForm F-4. If at any time prior to obtaining the Seller Stockholder Approval, Effective Time any information relating to the transactions contemplated by this AgreementElan or Dura, the Seller, the Buyer or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Seller Elan or the Buyer that Dura which should be set forth in an amendment or supplement to either of the Form F-4 or the Proxy Statement Statement/Prospectus so that any of such document documents would not contain 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 that discovers such information shall promptly notify the other party hereto and and, to the Seller shall promptly file with the SEC extent required by law, rules or regulations, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable Law, disseminate such amendment or supplement SEC and disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselDura. (a) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) for the purpose, among others, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Change.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly The Company shall, as soon as reasonably practicable after the date of this Agreement (and in any event within 15 calendar days after following the date hereof), the Seller shall but in no event later than twenty (i20) business days, prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with which shall, subject to Section 5.3, include the applicable provisions of the Exchange Act Company Recommendation, and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable best efforts to have respond to any comments by the SEC staff in respect of the Proxy Statement cleared by the SEC as promptly as practicable after reasonably practicable. Parent and Merger Sub shall provide to the filing thereof. The Seller shall obtain and furnish Company such information as the information required to be included Company may reasonably request for inclusion in the Proxy Statement, . The Company shall provide notify Parent promptly of the Buyer with receipt of any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to and of any such comments made request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, and . The Company shall use reasonable best efforts to cause the Proxy Statement in definitive form to be mailed to the SellerCompany’s stockholders at as promptly as reasonably practicable after filing with the earliest practicable dateSEC. If at any time prior to obtaining receipt of the Seller Company Stockholder ApprovalApproval there shall occur any event that should, any information relating to upon the transactions contemplated by this Agreementadvice of the Company’s outside legal counsel, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement so that such document would the Proxy Statement shall not contain any misstatement 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 were are made, not misleading, the party that discovers such information Company shall promptly notify the other party hereto and the Seller shall promptly prepare, file with the SEC and mail to its stockholders such an appropriate amendment or supplement describing such information and, supplement. Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement or any other SEC filing required in connection with the transactions contemplated hereby (or or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller party responsible for filing or mailing such document shall give provide the Buyer and its counsel a reasonable other party an opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto consider in good faith comments reasonably proposed by the Buyer and its counselother party. (ab) The Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other impediment to the consummation of the transactions contemplated in this Agreement. (c) As promptly as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholdersdate hereof, the Seller Company shall (i) take all action necessary in accordance with applicable Law and its certificate of incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval (the “Seller Stockholders Company Meeting”) for the purpose, among others, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends use reasonable best efforts to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent solicit from its stockholders proxies in favor of the Buyer; (ii) (A) due to the absence approval of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) by this Agreement and shall include such recommendation the Company Recommendation in the Proxy Statement and Statement, in each case for this clause (iii) publicly reaffirm such recommendation within 24 hours after ii), so long as there has not been a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except Change in the event of a Seller Adverse Recommendation Change specifically expressly permitted by Section 5.175.3. The obligation of the Company to establish a record date for, duly call, give notice of, convene and hold the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) Company Meeting shall not be affected by a Change in Recommendation unless this Agreement has been terminated pursuant to Section 7.1. Without the commencementprior written consent of Parent, public proposal, public disclosure or communication adoption of this Agreement is the only matter (other than procedural matters) which the Company shall propose to be acted on by the Seller or any other Person of any Acquisition Proposal or Company Stockholders at the occurrence of any Seller Adverse Recommendation ChangeCompany Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) As If approval of the Stockholders is required by applicable Law to consummate the Merger, then as promptly as practicable after following the date purchase of this Agreement Shares pursuant to the Offer (and in any event within 15 calendar days Business Days after the date hereofthereof), the Seller Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act Act, and (ii) in consultation Parent shall file with the Buyer, set SEC a preliminary record date post-effective amendment to the Registration Statement (the "Post-Effective Amendment") for the Seller Stockholders Meeting offer and commence a broker search sale of shares of Parent Common Stock pursuant to Section 14a‑13 of the Exchange Act Merger and in connection therewith. The Seller shall ensure that which the Proxy Statement complies in all material respects with the applicable provisions will be included. Each of the Exchange Act Company and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Parent shall use commercially its reasonable best efforts to have the Proxy Statement cleared by Post-Effective Amendment declared effective under the SEC Securities Act as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statementfiling, and the Company shall use its reasonable best efforts to cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at Stockholders as promptly as practicable after the earliest practicable datePost-Effective Amendment is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the issuance of Parent Shares in the Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to, the Post-Effective Amendment will be made by Parent, or with respect to the Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after it receives notice thereof, of the time when the Post-Effective Amendment has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for the amendment of the Post-Effective Amendment or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, 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 obtaining the Seller Stockholder Approval, Effective Time any information relating to the transactions contemplated by this AgreementCompany or Parent, the Seller, the Buyer or any of their respective Affiliates, directors officers or officers directors, should be discovered by the Seller Company or the Buyer Parent that should be set forth in an amendment or supplement to either of the Post-Effective Amendment or the Proxy Statement Statement, so that any of such document documents would not contain 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 that which discovers such information shall promptly notify the other party parties hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement disseminated to the stockholders Stockholders. Parent shall cause all Shares purchased pursuant to the Offer and all other Shares owned beneficially or of record by Parent, Merger Sub or any other Subsidiary of Parent to be voted in favor of the Seller. Notwithstanding approval of the foregoing, prior to filing or mailing Merger and adoption of the Proxy Statement (Merger at the Company Stockholders' Meeting or any amendment postponement or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counseladjournment thereof. (ab) As If approval of the Stockholders is required by applicable Law to consummate the Merger, then as promptly as practicable after following the Proxy Statement is cleared by date upon which the SEC for mailing to the Seller’s stockholdersPost-Effective Amendment becomes effective, the Seller Company shall establish a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders Stockholders (the “Seller Stockholders "Company Stockholders' Meeting”") solely for the purpose, among others, purpose of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Company Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller an Adverse Recommendation Change specifically permitted by Section 5.176.2(b), the SellerCompany, through the Seller Company Board, shall (i) recommend to its stockholders Stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the BuyerParent or Merger Sub. Without limiting the generality of the foregoing, the Seller Company agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to the first sentence of this Section 5.18(b6.3(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller Company or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Change. (c) Notwithstanding the foregoing clauses (a) and (b), if following the expiration of the Offer or the exercise of the Top-Up Option, Parent, Merger Sub or any other direct or indirect Subsidiary of Parent shall collectively hold at least 90% of the outstanding Shares, each of Parent, Merger Sub and the Company shall (subject to Section 7.1) take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the consummation of the purchase of the Shares without a meeting of Stockholders of the Company, in accordance with Section 253 of the DGCL.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date of this Agreement (and in any event within 15 calendar days after following the date hereof), the Seller GBC, Fortune and ACCO shall (i) prepare and GBC shall file a Proxy Statement with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to GBC’s stockholders in preliminary form as required by the Exchange Act and (ii) in consultation connection with the Buyer, set a preliminary record date for the Seller GBC Stockholders Meeting (such proxy statement/prospectus, and commence any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and Fortune, ACCO and GBC shall prepare and ACCO shall file with the SEC a broker search pursuant registration statement on Form S-4 with respect to Section 14a‑13 the issuance of ACCO Common Stock in the Merger (the “Form S-4”). The Proxy Statement/Prospectus will be included in and will constitute a part of the Exchange Act Form S-4 as ACCO’s prospectus and will be mailed to Fortune’s stockholders as an Information Statement in connection therewithwith the Distribution. The Seller shall ensure that Form S-4 and the Proxy Statement complies Statement/Prospectus will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE Americanthe SEC thereunder. The Seller GBC shall use commercially reasonable best efforts to have the Proxy Statement Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, and ACCO shall respond promptly use reasonable best efforts to any such comments made have the Form S-4 declared effective by the SEC or its staff as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. GBC, Fortune and ACCO shall, as promptly as practicable after receipt thereof, provide to each other copies of any written comments and advise each other of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. GBC shall provide Fortune and ACCO with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. ACCO shall provide GBC and Fortune with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Fortune and GBC, which approval shall not be unreasonably withheld or delayed. GBC will use reasonable best efforts to cause the Proxy Statement in definitive form Statement/Prospectus to be mailed to GBC’s stockholders, and Fortune will use reasonable best efforts to cause the SellerProxy Statement/Prospectus to be mailed to Fortune’s stockholders at stockholders, in each case as promptly as practicable after the earliest practicable dateProxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. ACCO shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of ACCO Common Stock in the Merger and GBC and Fortune shall furnish all information concerning GBC and Fortune and the holders of GBC Common Stock, GBC Class B Common Stock and Fortune Common Stock as may be reasonably requested in connection with any such action. Each of Fortune and ACCO, on the one hand, and GBC, on the other hand, will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the ACCO Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to obtaining the Seller Stockholder Approval, Effective Time any information relating to the transactions contemplated by this AgreementGBC or ACCO, the Seller, the Buyer or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Seller GBC, Fortune or the Buyer that ACCO which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement Statement/Prospectus so that any of such document documents would not contain 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 that which discovers such information shall promptly notify the other party parties hereto and and, to the Seller shall promptly file with the SEC extent required by Applicable Laws, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable Law, disseminate such amendment or supplement SEC and disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer GBC and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselFortune. (ab) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller GBC shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders on a date determined in accordance with the mutual agreement of GBC and Fortune (the “Seller GBC Stockholders Meeting”) for the purpose, among others, purpose of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed Required GBC Vote with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due respect to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, transactions contemplated by this Agreement and shall take all lawful action to solicit additional proxies; or (iii) to allow reasonable additional time for the filing approval and mailing adoption of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated herebyMerger by the Required GBC Vote, and the Board of Directors of GBC shall recommend approval and adoption of this Agreement and the Merger by the stockholders of GBC to the effect as set forth in Section 5.1(f) (iithe “GBC Recommendation”), and shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) include such recommendation (a “Change in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after GBC Recommendation”); provided, however, that the Board of Directors of GBC may make a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except Change in the event of a Seller Adverse GBC Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to Section 7.5. Subject to clause (v) of Section 7.5(c), notwithstanding any Change in the GBC Recommendation, this Section 5.18(b) Agreement shall not be affected by the commencement, public proposal, public disclosure or communication submitted to the Seller or any other Person stockholders of any Acquisition Proposal or GBC at the occurrence GBC Stockholders Meeting for the purpose of any Seller Adverse Recommendation Changeapproving and adopting this Agreement and the Merger and nothing contained herein shall be deemed to relieve GBC of such obligation.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement (and in any event within 15 calendar days fifteen Business Days) after the date hereof)of this Agreement, the Seller Company shall (i) prepare and file a Proxy Statement with the SEC proxy statement in preliminary form as (together with any amendments thereof or supplements thereto and any other required by proxy materials, the Exchange Act “Proxy Statement”) for a special meeting of the Company’s stockholders (including any adjournments and (iipostponements thereof, the “Stockholder Meeting”) in consultation and file it with the BuyerSEC, set a preliminary record date and the Company and Parent shall cooperate with each other in connection with the preparation of the foregoing, including to collect from their respective Affiliates, as applicable, any necessary information for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 preparation of the Exchange Act in connection therewithforegoing. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Company shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required , including using its commercially reasonable efforts to be included in the Proxy Statement, shall provide the Buyer with respond as promptly as reasonably practicable to any comments that may be received from the SEC or its staff with respect thereto, concerning the Proxy Statement. The Company shall respond notify Parent promptly to upon the receipt of any such comments made from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all material correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company, and shall cause collect from their Affiliates any necessary information, in connection with the preparation and filing of the Proxy Statement in definitive form to be mailed Statement, including promptly furnishing to the Seller’s stockholders at the earliest practicable date. If at Company in writing upon request any time prior to obtaining the Seller Stockholder Approval, any and all information relating to the transactions contemplated by this AgreementParent, the Seller, the Buyer or any of Merger Sub and their respective Affiliates, directors or officers should Affiliates as may be discovered by the Seller or the Buyer that should required to be set forth in an amendment or supplement to the Proxy Statement so under Applicable Law. Parent shall ensure that such document would not information supplied by it and its Affiliates for inclusion in the Proxy Statement will not, on the date the Proxy Statement is first mailed to stockholders of the Company and at the time of the Stockholder meeting, contain any misstatement 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 were are made, not misleading, the party that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, . Notwithstanding anything to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of the SEC or any proxy advisory firm (including ISS, Glass Lewis and ▇▇▇▇-▇▇▇▇▇) with respect thereto, the Seller Company shall give the Buyer provide Parent and its counsel with a reasonable opportunity to review and comment on such document or response and shall give due consideration consider Parent’s comments in good faith. The Company shall pay all filing fees required to all reasonable additions, deletions or changes suggested thereto by be paid to the Buyer and its counselSEC in connection with the Proxy Statement. (ab) The Company shall ensure that the Proxy Statement (i) will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholder Meeting, 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 and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information supplied by or on behalf of Parent or Merger Sub or their Affiliates in writing for inclusion or incorporation by reference in the Proxy Statement. If, prior to the Stockholder Meeting, the Company, Parent or Merger Sub discovers that information supplied by Parent and its Affiliates in writing for inclusion in the Proxy Statement contains any untrue statement of a material fact or omits 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 party hereto which discovers such ACTIVE/110954383.28 information shall promptly notify the other parties hereto and the Company shall promptly prepare and file with the SEC an appropriate amendment or supplement to the Proxy Statement and, to the extent required by Applicable Law or the SEC or its staff, disseminate such amendment or supplement to the Company’s stockholders. For the avoidance of doubt, no representation or warranty is made by Parent or Merger Sub with respect to statements made (or incorporated by reference) in the Proxy Statement based on information supplied by or on behalf of the Company or any of its Subsidiaries. (c) As promptly as reasonably practicable after following the clearance of the Proxy Statement is cleared by the SEC (and in any event within five Business Days after clearance by the SEC), the Company shall conduct a “broker search” in accordance with Applicable Law and duly set a record date for mailing the Stockholder Meeting and cause the Proxy Statement in definitive form and notice of the Stockholder Meeting to be mailed to the SellerCompany’s stockholders. As promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders, the Seller Company shall duly call, give notice ofin accordance with Applicable Law and the Company’s organizational documents, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) Stockholder Meeting for the purpose, among others, purpose of obtaining considering and taking action upon the Seller matters requiring Stockholder Approval and, if applicableApproval; provided that notwithstanding anything else to the contrary herein, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller Company may postpone or adjourn the Seller Stockholders Stockholder Meeting solely (i) with the consent of the Buyer; Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum necessary to conduct the business of the Stockholder Meeting, (iii) after consultation with Parent, to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the holders of shares of Company Common Stock within a reasonable amount of time in advance of the Stockholder Meeting, (iv) after consultation with Parent, to allow for additional time for the solicitation of proxies in order to obtain the Stockholder Approval, or (v) if the Seller has not received proxies representing a sufficient number of Shares for Company is required to postpone or adjourn the Seller Stockholder Approval; Company Meeting by Applicable Law, provided, however, that the Seller Company may not postpone the Stockholders Meeting for more than an aggregate of twenty Business Days without the prior written consent of Parent (which shall not be required unreasonably withheld, conditioned or delayed). The Company shall consult with Parent to adjourn set the Seller Stockholders record date for the Stockholder Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be not change the record date or set a new record date for a period exceeding 10 Business Daysthe Stockholder Meeting without consulting with Parent in good faith. Except in Unless the case of a Seller Company Board or any committee thereof has made an Adverse Recommendation Change specifically permitted by in compliance with Section 5.176.03, the Seller, through the Seller Board, Company shall (ix) recommend make the Company Recommendation to its the stockholders that they adopt this Agreement of the Company and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and Statement, (iiiy) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders and to solicit from stockholders of the Company proxies to obtain in favor of the Seller Stockholder Approval adoption of this Agreement and (yz) its obligations pursuant take all other action necessary or advisable to this Section 5.18(b) shall not be affected secure the vote of the holders of shares of Company Common Stock required by Applicable Law to effect the commencement, public proposal, public disclosure or communication to Merger. In the Seller or any other Person event of any Acquisition Proposal or the occurrence of any Seller an Adverse Recommendation Change, the Company shall continue to submit this Agreement to the stockholders of the Company for approval at the Stockholder Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Stockholder Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date of this Agreement (and in any event within 15 calendar days after the date hereof)Agreement, the Seller Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewithProxy Statement. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Company shall use commercially reasonable best efforts to have the Proxy Statement cleared by the SEC and its staff under the Exchange Act, as promptly as practicable after the filing thereofsuch filing. The Seller Company shall obtain and furnish cause the information required Proxy Statement to be included in mailed to holders of Company Common Stock as promptly as practicable after Proxy Statement is cleared by the SEC. Without limiting any other provision herein, the Proxy Statement, Statement will contain such information and disclosure so that the Proxy Statement conforms in form and substance to the requirements of the Exchange Act. (b) The Company shall provide promptly notify Purchaser of the Buyer with receipt of any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to and of any such comments made request by the SEC or its staff with respect for amendments or supplements to the Proxy Statement, Statement or for additional information and shall cause supply the Purchaser with copies of all correspondence between the Company or any of its representatives and the SEC or its staff. The Company and the Purchaser shall cooperate with each other and provide to each other all information necessary in order to prepare the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. as expeditiously as practicable. (c) If at any time prior to obtaining the Seller Stockholder Approval, stockholders vote there shall occur any information relating event with respect to the transactions contemplated by this Agreement, the Seller, the Buyer Company or any of their respective AffiliatesCompany Subsidiaries, directors or officers should with respect to other information supplied by Company for inclusion in the Proxy Statement, which event is required to be discovered by the Seller or the Buyer that should be set forth described in an amendment of or a supplement to the Proxy Statement Statement, such event shall be so that such document would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements thereindescribed, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselCompany. (ad) As promptly The Company shall, as soon as practicable after following the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholdersdate hereof, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller ”Company Stockholders Meeting”) for the purpose, among others, purpose of obtaining seeking the Seller Requisite Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement)Vote. The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller Company shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller BoardBoard of Directors, shall (i) recommend to its stockholders that they adopt this Agreement and give the transactions contemplated herebyRequisite Stockholder Vote, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller extent that the Board of Directors shall have withdrawn or any other Person modified its recommendation of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Changethis Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement (and in any event within 15 calendar days after the date hereof)Agreement, the Seller Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act (in any event no later than five Business Days after the date hereof) and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Company Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 14a-13 of the Exchange Act in connection therewith, if not previously commenced. The Seller Company shall ensure that consult with Parent in good faith regarding the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE Americanforegoing. The Seller Company shall use commercially its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller Company shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer Parent and Merger Sub with any comments that may be received from the SEC or its staff with respect theretothereto as promptly as possible (and in any event within 12 hours) after its receipt thereof, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, Statement and shall cause the Proxy Statement in definitive form to be mailed to the SellerCompany’s stockholders at as promptly as possible after the earliest practicable dateSEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement. If at any time prior to obtaining the Seller Company Stockholder Approval, any information relating to the transactions contemplated by this AgreementMerger, the SellerCompany, the Buyer Parent, Merger Sub or any of their respective Affiliatesaffiliates, directors or officers should becomes known to the Company or Parent that would be discovered by the Seller or the Buyer that should required to be set forth in an amendment or supplement to the Proxy Statement so in order that such document would not contain 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 that discovers Party to which such information becomes known shall promptly so notify the other party hereto Party and the Seller Company shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the SellerCompany. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller Company shall give the Buyer Parent, Merger Sub and its their counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration cooperate in good faith with Parent, Merger Sub and their counsel to reflect all reasonable additions, deletions or changes suggested thereto by the Buyer Parent, Merger Sub and its counseltheir counsel and to respond to any of their questions with respect thereto. (ab) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the SellerCompany’s stockholders, the Seller Company shall duly call, give notice of, convene and hold a special meeting of its stockholders (the “Seller Company Stockholders Meeting”) solely for the purpose, among others, purpose of obtaining the Seller Company Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c14a-21(c) under the Exchange Act in connection therewith (and such Seller Company Stockholders Meeting shall in any event be no later than forty-five 25 calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller Company that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller Company may postpone or adjourn the Seller Company Stockholders Meeting solely (i) with the consent of the BuyerParent; (ii) (Aii)(A) due to the absence of a quorum or (B) if the Seller Company has not received proxies representing a sufficient number of Shares for the Seller Company Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; provided, however, that the Company may not postpone or adjourn the Company Stockholders Meeting more than a total of two times pursuant to the preceding clause (ii)(A) and/or clause (ii)(B); or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the SellerCompany’s stockholders prior to the Seller Company Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller Company shall, at the request of the BuyerParent, to the extent permitted by Law, adjourn the Seller Company Stockholders Meeting to a date specified by the Buyer Parent for the absence of a quorum or if the Seller Company has not received proxies representing a sufficient number of Shares for the Seller Company Stockholder Approval; provided, however, that the Seller Company shall not be required to adjourn the Seller Company Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 ten Business DaysDays or for any period that would require the Company to select a different record date for the Company Stockholders Meeting, provided, further, that Parent shall not be entitled to exercise the foregoing right to cause the adjournment of the Company Stockholders Meeting if the Company has previously exercised the right to adjourn such meeting pursuant to clause (ii)(A) or clause (ii)(B) of the prior sentence. Except in the case of a Seller Adverse Change of Board Recommendation Change specifically permitted by Section 5.175.4(d), the SellerCompany, through the Seller Company Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, hereby and (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the BuyerStatement. Without limiting the generality of the foregoing, the Seller Company agrees that (x) except in the event of a Seller Adverse Change of Board Recommendation Change specifically permitted by Section 5.175.4(d), the Seller Company shall use its commercially reasonable best efforts to solicit proxies to obtain the Seller Company Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b5.2(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller Company or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Change.Change of Board Recommendation. Table of Contents

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date execution of this Agreement Agreement, the Company shall prepare a proxy statement in preliminary form for the Stockholders Meeting (together with any amendments thereof or supplements thereto and in any event within 15 calendar days other required proxy materials, the “Proxy Statement”) and, after consultation with, and approval by, Parent (which shall not be unreasonably withheld or delayed), file, as soon as reasonably practicable after the date hereof)end of the Go Shop Period, the Seller shall (i) prepare and file a preliminary Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewithSEC. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Company shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, shall provide the Buyer with and respond promptly to any comments made by the SEC with respect to the Proxy Statement and (ii) promptly upon the later of (A) the 10-day waiting period under Rule 14a-6(a) under the Exchange Act and (B) the date on which the SEC confirms that may it has no further comments on the Proxy Statement (such later date, the “Clearance Date”), cause the definitive Proxy Statement to be received mailed to the Company’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies. The Company shall notify Parent and Merger Sub promptly upon the receipt of any comments from the SEC or its staff with respect thereto, shall respond promptly to or any such comments made other Governmental Entities and of any request by the SEC or its staff or any other Governmental Entities for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other Governmental Entities, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cause cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon request any and all information relating to Parent, Merger Sub and their respective Affiliates as may be reasonably required to be set forth in the Proxy Statement under applicable Law. The Proxy Statement shall contain the Company Board Recommendation, except to the extent that the Company Board shall have effected a Change in definitive form Recommendation, as permitted by and determined in accordance with Section 5.2. Parent shall ensure that such information supplied by it in writing for inclusion in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders Meeting or filed with the SEC (as applicable), 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. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto), or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response and shall consider Parent’s comments in good faith. The Company shall ensure that the Proxy Statement (x) will not on the date it is first mailed to stockholders of the Seller’s stockholders Company and at the earliest practicable datetime of the Stockholders Meeting 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 and (y) will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. (b) If at any time prior to obtaining the Seller Stockholder Approval, Stockholders Meeting any information event or circumstance relating to the transactions contemplated by this Agreement, the Seller, the Buyer Company or Parent or any of their respective AffiliatesSubsidiaries, directors or their respective officers or directors, should be discovered by the Seller Company or Parent, as the Buyer that case may be, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement Statement, so that such document the Proxy Statement would not contain 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 that discovers such information Company or Parent, as the case may be, shall promptly notify inform the other party hereto hereto, and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement disseminated to the stockholders Company’s stockholders. All documents that the Company is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Seller. Notwithstanding Exchange Act and the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer rules and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselregulations thereunder. (ac) As promptly as reasonably practicable after following the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholdersClearance Date, the Seller shall Company shall, in accordance with applicable Law and the Company’s Organizational Documents, duly call, give notice of, convene and hold a special meeting of its the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (including any adjournments and postponements thereof, the “Seller Stockholders Meeting”) for the purpose), among otherswith a record date and meeting date to be selected after reasonable consultation with Parent, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting which meeting date shall in any event be no later than forty-five calendar days after (i) the tenth calendar day 30 Business Days after the preliminary Proxy Statement therefor has been filed with Clearance Date. Upon the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statementreasonable request of Parent, the date on which Company shall conduct a “broker search” in accordance with Rule 14a-13 of the SEC confirms that it has no further comments on 1934 Act. Notwithstanding anything to the Proxy Statement). The Seller may contrary contained herein, the Company shall not postpone or adjourn the Seller Stockholders Meeting solely except: (i) with the prior written consent of the BuyerParent; (ii) (A) if at any time following the dissemination of the Proxy Statement, either the Company or Parent reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained at the Stockholders Meeting, including due to the an absence of a quorum quorum, then each of the Company and Parent shall have the right to require an adjournment or (B) if postponement of the Seller has not received proxies representing a sufficient number of Shares Stockholders Meeting for the Seller Stockholder Approval, whether purpose of soliciting additional votes in favor of this Agreement; provided that no such single adjournment or not postponement pursuant to this clause (ii) shall delay the Stockholders Meeting by more than seven (7) calendar days from the prior-scheduled date or to a quorum is present, to solicit additional proxiesdate on or after the fifth (5th) Business Day preceding the End Date; or (iii) to allow reasonable additional time for if the filing and mailing of Company Board or any supplemental or amended disclosure which the Seller Board has authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel is necessary counsel) that the failure to adjourn, postpone or delay the Stockholders Meeting would be reasonably likely not to allow sufficient time under applicable Law and Laws for such supplemental the distribution of any required or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior appropriate supplement or amendment to the Seller Stockholders MeetingProxy Statement; provided, provided that the Seller may not Company shall be permitted to postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, clause (iii) on no more than two (2) occasions and no such adjournment pursuant or postponement shall delay the Stockholders Meeting by more than seven (7) calendar days from the prior-scheduled date or to this sentence shall be required to be for a period exceeding 10 date on or after the fifth (5th) Business DaysDay preceding the End Date. Except Unless the Company Board or any committee thereof has withdrawn the Company Board Recommendation in the case of a Seller Adverse Recommendation Change specifically permitted by compliance with Section 5.175.2, the Seller, through the Seller Board, Company Board shall (i) recommend to its stockholders holders of the Company Common Stock that they adopt this Agreement vote in favor of the Merger so that the Company may obtain the Company Stockholder Approval and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller Company shall use its commercially reasonable efforts to solicit proxies to and obtain the Seller Company Stockholder Approval (including by soliciting proxies from the Company’s stockholders) and shall take all other action necessary or advisable to secure the Company Stockholder Approval. The Company shall (A) keep Parent reasonably informed with respect to proxy solicitation results and provide detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one (1) day prior to the Stockholders Meeting, and on the day of, but prior to the Stockholders Meeting, indicating whether as of such date sufficient proxies representing the Company Stockholder Approval have been obtained. Unless this Agreement is terminated in accordance with Article 7, (x) the Company shall not submit to the vote of its stockholders any Acquisition Proposal and (y) its obligations pursuant the obligation of the Company to this Section 5.18(bduly call, give notice of, convene and hold the Stockholders Meeting and mail the Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the Company’s stockholders shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller any Change in Recommendation. (d) Parent shall vote all Company Common Stock beneficially owned by it or any other Person of any Acquisition Proposal or its Subsidiaries as of the occurrence record date for the Stockholders Meeting in favor of any Seller Adverse Recommendation Changethe adoption of this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after the date of this Agreement (and in any event within 15 calendar days after the date hereof), the Seller shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 14a-13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counsel.63 (ab) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) for the purpose, among others, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c14a-21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Change.64

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after following the date of this Agreement (and in any event within 15 calendar days after the date hereof)Agreement, the Seller Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewithProxy Statement. The Seller Company shall ensure that use its best efforts to cause the Proxy Statement complies in all material respects with to be mailed to the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC Company's stockholders as promptly as practicable after clearance thereof with the filing thereofSEC. The Seller If, at any time prior to the Stockholders Meeting, any event, with respect to the Company, its Subsidiaries, directors, officers, and/or the Merger or the other transactions contemplated hereby, shall obtain and furnish the information occur, that is required to be included described in the Proxy Statement, the Company shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any so describe such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information event and, to the extent required by applicable Lawlaw, disseminate such amendment or supplement shall cause it to be disseminated to the stockholders Company's stockholders. (b) The Company shall immediately notify MergerCo and its affiliates of (i) the Seller. Notwithstanding receipt of any comments from the foregoing, prior to filing or mailing SEC regarding the Proxy Statement and (or any amendment or supplement theretoii) or responding to any comments the approval of the SEC with respect thereto, Proxy Statement by the Seller SEC. MergerCo shall give the Buyer and its counsel be given a reasonable opportunity to review and comment on all filings with the SEC and all mailings to the Company's stockholders in connection with the Merger prior to the filing or mailing thereof, and the Company shall , subject to the advice of counsel, use its best efforts to reflect all such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselcomments. (ac) As The Company shall, as promptly as practicable after following the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholdersdate of this Agreement and in consultation with MergerCo, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller "Stockholders Meeting”") for the purpose, among others, purpose of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt approving this Agreement and the transactions contemplated herebyby this Agreement. The Company shall, through its Board of Directors, recommend to its stockholders approval of the foregoing matters and seek to obtain all votes and approvals thereof by the stockholders (ii) include which undertaking shall not require the Company to engage an outside proxy solicitor), as set forth in Section 3.15; PROVIDED, HOWEVER; that the obligations contained herein shall be subject to the provisions of Section 6.6 of this Agreement. Subject to the foregoing, such recommendation recommendation, together with a copy of the opinion referred to in Section 3.14, shall be included in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the BuyerStatement. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller The Company shall use its commercially reasonable best efforts to solicit proxies hold such meeting as soon as practicable after the date hereof. (d) The Company shall cause its transfer agent to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication make stock transfer records relating to the Seller or any other Person Company available to the extent reasonably necessary to effectuate the intent of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Changethis Agreement.

Preparation of Proxy Statement; Stockholders Meeting. (a) As The Seller will cause the Company to deliver to the Buyer the Company Proxy Information as promptly as reasonably practicable after the date execution of this Agreement (and in any event within 15 calendar days after the date hereof), the Seller shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included inclusion in the Proxy Statement. The Buyer shall prepare and promptly file with the U.S. Securities and Exchange Commission (the "SEC"), shall provide but in no event later than (i) October 13, 2006 or (ii) five (5) Business Days after delivery of the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made Company Proxy Information by the SEC or its staff with respect to Seller, whichever is later (the Proxy Statement"Filing Deadline"), and shall cause the Proxy Statement in definitive preliminary form to or such other form, statement or report as may be mailed to required under the Seller’s stockholders at federal securities laws. Following its clearance by the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions contemplated by this Agreement, the SellerSEC, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to shall distribute the Proxy Statement so that such document would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information Buyer's stockholders and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested pursuant thereto by the Buyer and its counsel. (a) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) Buyer's Stockholder Meeting as promptly as reasonably practicable in accordance with applicable Law for the purpose, among others, purpose of obtaining seeking the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement)Approval. The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence through its Board of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller BoardDirectors, shall (i) recommend to its stockholders that they adopt and approve this Agreement and the transactions contemplated herebyherein and, subject to applicable Law and its fiduciary duties, shall not withdraw or modify its recommendation. The Company and the Seller shall cooperate with the Buyer in the filing, preparation and distribution of the Proxy Statement. All fees and expenses incurred by the Buyer, the Seller or the Company (iiother than the audit fees described in Section 6.23) include such recommendation in connection with the preparation of the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so obtaining the Stockholder Approval shall be borne by the Buyer. Without limiting the generality , including, without limitation, all related fees and expenses of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication counsel to the Seller or any and the Company and all other Person fees and expenses incurred by the Seller and the Company in performing their obligations under this Section 6.18. The Buyer shall pay such fees and expenses described in the immediately preceding sentence within twenty (20) calendar days following receipt by the Buyer of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Changea reasonably detailed invoice relating thereto.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after The Company shall prepare, and if approval of, or notification to, the date of this Agreement Company’s stockholders is required by applicable Law to consummate the Merger, then the Company shall use commercially reasonable efforts to file with the SEC not later than three (3) Business Days (and in any event within 15 calendar days after Parent shall file not later than five (5) Business Days) following the date hereof)consummation of the Offer or, to the extent permitted by applicable Law, the Seller written request of Parent (in which case the Company shall (i) prepare and file a Proxy Statement with the SEC not later than ten (10) calendar days), as applicable, the Proxy Statement in preliminary form relating to the Merger and the other transactions contemplated by this Agreement as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewithAct. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Company shall use commercially its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after and shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders not later than three (3) Business Days following the date of such clearance (and in any event Parent shall cause the Proxy Statement to be mailed not later than five (5) Business Days following the date of such clearance); provided, however, that prior to the filing thereof. The Seller shall obtain and furnish the information required to be included in of the Proxy Statement, the Company shall consult with Parent with respect to such filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the Buyer Company with any comments that information for inclusion in the Proxy Statement which may be received required under applicable Law or which is reasonably requested by the Company. The Company shall notify Parent of the receipt of comments of the SEC or its staff and of any request from the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Parent with respect theretocopies of all correspondence between the Company or its Representatives, shall respond promptly to any such comments made by on the one hand, and the SEC or members of its staff staff, on the other hand, with respect to the Proxy Statement. Each of the Company, Parent and Merger Sub shall cause use its respective reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and any other required filings as promptly as practicable after receipt thereof. Concurrently with the preparation and filing of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and file with the SEC the Schedule 13E-3 with respect to the Merger. Each of the Company, Parent and Merger Sub shall cooperate and consult in definitive form the preparation of the Schedule 13E-3, including furnishing all information relating to such party required by the Exchange Act to be mailed set forth in the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to resolve all SEC comments with respect to the Seller’s stockholders at Schedule 13E-3. 35 Each of the earliest practicable dateCompany, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement or Schedule 13E-3 which shall have become false or misleading. If at any time prior to obtaining the Seller Stockholder Approval, Company Stockholder’s Meeting any information relating event should occur which is required by applicable Law to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment of, or a supplement to to, the Proxy Statement so that such document would not contain 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 misleadingSchedule 13E-3, the party that discovers such information shall will promptly notify inform the other party hereto parties hereto. In the case of any required amendment of the Proxy Statement, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and the Seller shall promptly file such amendment or supplement with the SEC an appropriate to the extent required by applicable Law and shall mail such amendment or supplement describing such information and, of or to the Proxy Statement to the Company’s stockholders to the extent required by applicable Law; provided, disseminate however, that prior to such filing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon. In the case of any required amendment to the stockholders Schedule 13E-3, the parties will jointly, upon learning of the Seller. Notwithstanding the foregoingsuch event, prior to filing or mailing the Proxy Statement (or any promptly prepare and file such amendment or supplement thereto) or responding to any comments of with the SEC with respect thereto, to the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto extent required by the Buyer and its counselapplicable Law. (ab) As If approval of the Company’s stockholders is required by applicable Law to consummate the Merger, then, if this Agreement cannot be approved by a written consent of the Company’s stockholders without a meeting, as promptly as practicable following the consummation of the Offer or, if requested by Parent, following the Offer Termination, as applicable, and after the Proxy Statement is cleared by the SEC for mailing to the SellerCompany’s stockholdersstockholders (or at any such time prior to clearance by the SEC if the Company determines it advisable), the Seller Company shall establish a record date for, duly call, call and give notice of, convene and hold of a special meeting of its stockholders (the “Seller Company Stockholders Meeting”) ), solely for the purpose, among others, purpose of obtaining the Seller Company Stockholder Approval and, if applicableApproval. Subject to the last sentence of this Section 6.3(b), the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Company Stockholders Meeting shall in any event be no held not later than forty-five calendar days after two (i2) Business Days following the tenth calendar day after earliest date permitted by the preliminary Proxy Statement therefor has been filed with Company Bylaws, NASDAQ rules and applicable Law. Except in the SEC if case of an Adverse Recommendation Change specifically permitted by such date Section 6.2, the SEC has not informed the Seller that it intends to review Company Recommendation shall be included in the Proxy Statement or (ii) if and the SEC hasCompany shall, and shall cause its directors, officers, employees and other Representatives to, use their reasonable best efforts to make solicitations and recommendations to the holders of Shares for purposes of causing the adoption and approval of this Agreement by the tenth calendar day after Company’s stockholders. If on the preliminary Proxy Statement therefor has been filed with date for which the SEC, informed the Seller that it intends to review the Proxy StatementCompany Stockholders Meeting is scheduled, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller Company has not received proxies representing a sufficient number of Shares for shares of Company Common Stock to obtain the Seller Company Stockholder Approval, whether or not a quorum is present, the Company shall be entitled to solicit additional proxies; or (iii) elect to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Company Stockholders Meeting more than a total of two times pursuant to clause one (ii)(A1) and/or clause time (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, and shall adjourn the Seller Company Stockholders Meeting if requested by Parent) to a date specified by the Buyer for Company (or specified by Parent, if so requested), but in no event, if such adjournment is elected by the absence of Company, to a quorum or if date that is more than thirty (30) days after the Seller has not received proxies representing a sufficient number of Shares for date from which the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Company Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be was originally scheduled (excluding any adjournments or postponements required to be for a period exceeding 10 Business Days. Except in by applicable Law). (c) Notwithstanding the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall foregoing clauses (ia) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by b), if following the Buyer. Without limiting Acceptance Time or the generality exercise of the foregoingTop-Up Option, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17Parent, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller Merger Sub or any other Person direct or indirect Subsidiary of any Acquisition Proposal or Parent shall collectively hold at least 90 percent (90%) of each of the occurrence outstanding Common Shares and the outstanding Series B Preferred Shares and the outstanding Series C Preferred Share, each of any Seller Adverse Recommendation ChangeParent, Merger Sub and the Company shall (subject to Section 7.1) take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the consummation of the purchase of Shares without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly If required by Law to consummate the Merger, the Company shall in accordance with applicable Law: (i) duly call, give notice of, convene and hold a special meeting of the Class A Stockholders as soon as reasonably practicable after following the date acceptance for payment of Shares by Purchaser pursuant to the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action upon this Agreement (and in any event within 15 calendar days after the date hereof"Company Stockholders' Meeting"), the Seller shall ; and (iii) prepare and file a Proxy Statement with the SEC in a preliminary form as proxy or information statement relating to the Merger and this Agreement and use its reasonable best efforts (A) to obtain and furnish the information required to be included by the Exchange Act and (ii) SEC in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (together with any amendments and supplements thereto, the "Proxy Statement") to be mailed to the Class A Stockholders as soon as reasonably practicable, which Proxy Statement shall include all information required under applicable Law to be furnished to the Class A Stockholders in connection with the Merger and the Transactions, and, subject to Section 6.3(c), shall include the Company Board Recommendation, the full text of the written opinion described in Section 3.19 and a copy of Section 262 of the DGCL, and (B) to obtain the necessary approvals of this Agreement and the Merger by the Class A Stockholders. The Company shall cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder thereunder. Each of Parent and satisfies all rules of NYSE American. The Seller shall Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use commercially reasonable efforts to have in the Proxy Statement cleared if it shall have become false or misleading in any material respect or as otherwise required by Law. The Company agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included disseminated to the holders of Class A Shares, in each case as, and to the extent, required by applicable Law. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Proxy StatementStatement before it is filed with the SEC, and the Company shall give good faith consideration to any reasonable comments made by Parent, Purchaser and their counsel. In addition, the Company agrees to provide the Buyer Parent, Purchaser and their counsel in writing with any comments or communications that may be received from the SEC Company or its staff with respect thereto, shall respond promptly counsel may receive from time to any such comments made by time from the SEC or its staff with respect to the Proxy StatementStatement promptly after the Company's receipt of such comments, and any oral or written responses thereto and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approvalprovide Parent, any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of Purchaser and their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review participate in the response of the Company to those comments and comment to provide comments on such document that response (to which good faith consideration shall be given to any reasonable comments), including by participating with the Company or response and shall give due consideration to all reasonable additions, deletions its counsel in any discussions or changes suggested thereto by meetings with the Buyer and its counselSEC. (aiii) As promptly as practicable after If the Proxy Statement is cleared adoption of this Agreement by the SEC for mailing to the Seller’s stockholders, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Class A Stockholders Meeting”) for the purpose, among others, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote is required by Rule 14a‑21(c) under Law, then the Exchange Act in connection therewith (and such Seller Stockholders Meeting Company shall in have the right at any event be no later than forty-five calendar days time after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms has, orally or in writing, confirmed that it has no further comments on the Proxy Statement, including the first date following the tenth calendar day following the filing of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement (the “Proxy Statement Clearance Date”) to (and Parent and Purchaser shall have the right, at any time after the Proxy Statement Clearance Date, to request in writing that the Company, and upon receipt of such written request, the Company shall, as promptly as practicable and in any event within ten (10) Business Days), (x) establish a record date for and give notice of the Company Stockholders Meeting or the mailing of the Proxy Statement if no Company Stockholders Meeting is required and (y) mail to the holders of Company Common Stock as of the record date established the Proxy Statement (the date the Company elects to take such action or is required to take such action, the “Proxy Date”). The Seller may postpone or adjourn Unless the Seller Company has received sufficient written consents to obviate the need for the Company Stockholders Meeting, the Company shall duly call, convene and hold the Company Stockholders Meeting solely (i) with as promptly as reasonably practicable after the Proxy Date; provided, however, that in no event shall such meeting be held later than 35 calendar days following the date the Proxy Statement is mailed to the Company’s stockholders and any adjournments of such meetings shall require the prior written consent of Parent other than in the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum case it is present, to solicit additional proxies; or (iii) required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board SEC or its staff has determined in good faith after consultation with outside legal counsel instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the SellerCompany’s stockholders prior to the Seller Company Stockholders Meeting; provided. Once the Company has established a record date, that the Seller may Company shall not postpone change such record date or adjourn establish a different record date without the Seller prior written consent of Parent, unless required to do so by applicable Law or the Company’s bylaws. Unless this Agreement is validly terminated in accordance with Section 8.1, the Company shall submit this Agreement to the Class A Stockholders at the Company Stockholders Meeting more than even if the Company Board of Directors shall have effected a total Recommendation Withdrawal or proposed or announced any intention to do so. Without the prior written consent of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoingParent, the Seller shall, at the request adoption of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated herebyTransactions (including the Merger) shall be the only matter (other than procedural matters) which the Company shall propose to be acted on by the Class A Stockholders at the Company Stockholders Meeting. (b) Subject to Section 6.3(c), the Company shall use its reasonable best efforts to solicit from the Class A Stockholders proxies in favor of the adoption of this Agreement and take all actions reasonably necessary or advisable to secure the approval of the Class A Stockholders required by the DGCL, the Company Charter and any other applicable Law to effect the Merger. (iic) include such recommendation Parent and Purchaser shall supply all information reasonably requested by the Company in connection with the preparation of the Proxy Statement and as promptly as practicable. (iiid) publicly reaffirm such recommendation within 24 hours after Subject to Section 6.3(c), the Company shall, through the Company Board of Directors, recommend to the Class A Stockholders adoption of this Agreement, and, except as expressly permitted by this Agreement, shall not withdraw, amend or modify in a request manner adverse to do so by Parent the BuyerCompany Board Recommendation. Without limiting the generality Parent agrees that it will vote, or cause to be voted, or submit a written consent with respect to, all of the foregoingClass A Shares then owned by it, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller Purchaser or any of Parent's other Person Subsidiaries in favor of any Acquisition Proposal or the occurrence adoption and approval of any Seller Adverse Recommendation Changethis Agreement and the Merger.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date of this Agreement (and in any event within 15 calendar days after following the date hereof), the Seller GBC, Fortune and ACCO shall (i) prepare and GBC shall file a Proxy Statement with the SEC proxy materials which shall constitute the Proxy Statement/Prospectus to be mailed to GBC's stockholders in preliminary form as required by the Exchange Act and (ii) in consultation connection with the Buyer, set a preliminary record date for the Seller GBC Stockholders Meeting (such proxy statement/prospectus, and commence any amendments or supplements thereto, the "Proxy Statement/Prospectus") and Fortune, ACCO and GBC shall prepare and ACCO shall file with the SEC a broker search pursuant registration statement on Form S-4 with respect to Section 14a‑13 the issuance of ACCO Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Exchange Act Form S-4 as ACCO's prospectus and will be mailed to Fortune's stockholders as an Information Statement in connection therewithwith the Distribution. The Seller shall ensure that Form S-4 and the Proxy Statement complies Statement/Prospectus will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE Americanthe SEC thereunder. The Seller GBC shall use commercially reasonable best efforts to have the Proxy Statement Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, and ACCO shall respond promptly use reasonable best efforts to any such comments made have the Form S-4 declared effective by the SEC or its staff as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. GBC, Fortune and ACCO shall, as promptly as practicable after receipt thereof, provide to each other copies of any written comments and advise each other of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. GBC shall provide Fortune and ACCO with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. ACCO shall provide GBC and Fortune with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Fortune and GBC, which approval shall not be unreasonably withheld or delayed. GBC will use reasonable best efforts to cause the Proxy Statement in definitive form Statement/Prospectus to be mailed to GBC's stockholders, and Fortune will use reasonable best efforts to cause the Seller’s stockholders at Proxy Statement/Prospectus to be mailed to Fortune's stockholders, in each case as promptly as practicable after the earliest practicable dateProxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. ACCO shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of ACCO Common Stock in the Merger and GBC and Fortune shall furnish all information concerning GBC and Fortune and the holders of GBC Common Stock, GBC Class B Common Stock and Fortune Common Stock as may be reasonably requested in connection with any such action. Each of Fortune and ACCO, on the one hand, and GBC, on the other hand, will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the ACCO Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to obtaining the Seller Stockholder Approval, Effective Time any information relating to the transactions contemplated by this AgreementGBC or ACCO, the Seller, the Buyer or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Seller GBC, Fortune or the Buyer that ACCO which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement Statement/Prospectus so that any of such document documents would not contain 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 that which discovers such information shall promptly notify the other party parties hereto and and, to the Seller shall promptly file with the SEC extent required by Applicable Laws, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable Law, disseminate such amendment or supplement SEC and disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer GBC and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselFortune. (ab) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller GBC shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders on a date determined in accordance with the mutual agreement of GBC and Fortune (the “Seller "GBC Stockholders Meeting”") for the purpose, among others, purpose of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed Required GBC Vote with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due respect to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, transactions contemplated by this Agreement and shall take all lawful action to solicit additional proxies; or (iii) to allow reasonable additional time for the filing approval and mailing adoption of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated herebyMerger by the Required GBC Vote, and the Board of Directors of GBC shall recommend approval and adoption of this Agreement and the Merger by the stockholders of GBC to the effect as set forth in Section 5.1(f) (iithe "GBC Recommendation"), and shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) include such recommendation (a "Change in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after GBC Recommendation"); provided, however, that the Board of Directors of GBC may make a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except Change in the event of a Seller Adverse GBC Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to Section 7.5. Subject to clause (v) of Section 7.5(c), notwithstanding any Change in the GBC Recommendation, this Section 5.18(b) Agreement shall not be affected by the commencement, public proposal, public disclosure or communication submitted to the Seller or any other Person stockholders of any Acquisition Proposal or GBC at the occurrence GBC Stockholders Meeting for the purpose of any Seller Adverse Recommendation Changeapproving and adopting this Agreement and the Merger and nothing contained herein shall be deemed to relieve GBC of such obligation.

Preparation of Proxy Statement; Stockholders Meeting. Schedule 13E-3. ----------------------------------------------------- (a) As The Company will, as promptly as practicable after following the date of this Agreement (and in any event within 15 calendar days after the date hereof), the Seller shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the BuyerPurchaser, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counsel. (a) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders "Stockholders' Meeting”") for the purpose, among others, purpose of obtaining the Seller Stockholder Approval and, if applicableapproving this Agreement, the advisory vote required Merger and the transaction contemplated by Rule 14a‑21(cthis Agreement, except as otherwise provided in Section 4.3(f) under below. Nothing herein shall prevent the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) company from adjourning or postponing the tenth calendar day after Company's stockholders meeting if there are insufficient shares of Company Common Stock necessary to conduct business at its meeting of the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends Stockholders. Subject to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy StatementSection 4.5, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the SellerCompany will, through the Seller BoardBoard of Directors and the Special Committee, shall (i) recommend to its stockholders that they adopt this Agreement approval of the foregoing matters and seek to obtain all necessary votes and approvals thereof by the transactions stockholders required to approve the Merger. (b) In connection with the Stockholders' Meeting contemplated hereby, (ii) include such recommendation the Company will promptly prepare and file, and Purchaser will cooperate with the Company in the preparation and filing of, a preliminary proxy statement (the "Preliminary Proxy Statement") with the SEC and will use its commercially reasonable efforts to respond to the comments of the SEC concerning the Preliminary Proxy Statement and to cause a final proxy statement (iiithe "Company Proxy Statement") publicly reaffirm such recommendation within 24 hours after a request to do so be mailed to the Company's stockholders, in each case as soon as reasonably practicable. The Purchaser will promptly prepare, and the Company will cooperate with the Purchaser in the preparation and filing of the Rule 13E-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") with the SEC and will use its commercially reasonable efforts to respond to comments by the BuyerSEC concerning the Schedule 13E-3. Without limiting Purchaser shall be given a reasonable opportunity to review and comment on all filings with the generality of SEC and all mailings to the foregoingCompany's stockholders in connection with the Merger prior to the filing or mailing thereof, and the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller Company shall use its commercially reasonable efforts to solicit proxies reflect all such comments. The Company shall pay the filing fees for any Company Schedule 13E-3 and the Preliminary Proxy Statement. Each party to obtain this Agreement will notify the Seller Stockholder Approval other parties promptly of the receipt of the comments of the SEC, if any, notification of SEC approval of the Company Proxy Statement and of any request by the SEC for amendments or supplements to the Schedule 13E-3, the Preliminary Proxy Statement or the Company Proxy Statement or for additional information, and will promptly supply the other parties with copies of all correspondence between such party or its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Schedule 13E-3, the Preliminary Proxy Statement, the Company Proxy Statement or the Merger. (yc) If at any time prior to the Stockholders' Meeting, any event should occur relating to the Company or any of the Subsidiaries which should be set forth in an amendment of, or a supplement to, the Schedule 13E-3 or the Company Proxy Statement, the Company will promptly inform Purchaser. If at any time prior to the Stockholders' Meeting, any event should occur relating to Purchaser or any of its obligations Associates or Affiliates, or relating to the plans of any such persons for the Surviving Corporation after the Effective Time of the Merger, or relating to the Financing, that should be set forth in an amendment of, or a supplement to, the Schedule 13E-3 or the Company Proxy Statement, the Purchaser, with the cooperation of Company, will, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement to the Company's stockholders; provided that, prior to such filing or mailing, the Company shall consult with Purchaser with respect to such amendment or supplement and shall afford Purchaser reasonable opportunity to comment thereon. (d) Purchaser shall furnish to the Company the information relating to Purchaser and its Affiliates and the plans of such persons for the Surviving Corporation after the Effective Time of the Merger, and relating to any financing matters, which is required to be set forth in the Preliminary Proxy Statement or the Company Proxy Statement under the Exchange Act and the rules and regulations of the SEC thereunder. The Company shall cause, to the extent available, to be included as an exhibit to the Preliminary Proxy Statement and the Company Proxy Statement, the written Fairness Opinion as an exhibit to the Schedule 13E-3, and any reports or opinion delivered to the Board of Directors or the Special Committee by the Financial Advisor in connection with the delivery of the Fairness Opinion which are required under Schedule 13E-3 to be filed as exhibits. (e) The Company will cause its transfer agent to make stock transfer records relating to the Company available to the extent reasonably necessary to effectuate the intent of this Agreement. (f) The parties hereto understand and agree that if the Special Committee withdraws its approval or recommendation of the Merger pursuant to this and in compliance with the provisions of Section 5.18(b) shall 4.5 below, the Company will not be affected by convene or hold a Stockholder Meeting without obtaining the commencement, public proposal, public disclosure or communication to prior consent of the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation ChangeSpecial Committee.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after If the date adoption of this Agreement by the Company’s stockholders is required by Law, the Company shall, as soon as practicable following the acceptance for payment by Merger Sub of any shares of the Company Common Stock pursuant to the Offer (and in any event within 15 calendar days after the date hereof“Acceptance Time”), the Seller shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions preliminary form, and each of the Exchange Act Company and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Parent shall use commercially its reasonable efforts to have the Proxy Statement cleared by the SEC respond as promptly as practicable after to any comments of the filing thereofSEC with respect thereto. The Seller Parent and Merger Sub shall obtain promptly furnish to the Company all information concerning Parent and furnish the information Merger Sub required to be included set forth in the Proxy Statement, Statement or reasonably requested by the Company for inclusion therein. Each of Parent and Merger Sub shall provide promptly correct any information provided by it for use in the Buyer with Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. The Company shall notify Parent promptly of the receipt of any comments that may be received from the SEC or its staff with respect thereto, and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall respond promptly make available to any such comments made by Parent copies of all correspondence between the Company and the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining receipt of the Seller Company Stockholder Approval, Approval there shall occur any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer event that should be set forth in an amendment or supplement to the Proxy Statement so that such document would the Proxy Statement does not contain any misstatement 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 were are made, not misleading, the party that discovers such information shall promptly notify the other party hereto parties hereto, and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement disseminated to the stockholders of the SellerCompany. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller The Company shall give the Buyer provide Parent and its counsel a reasonable opportunity to review and comment on such document or response the Proxy Statement prior to its being filed with the SEC and shall provide Parent and their counsel a reasonable opportunity to review and comment on all amendments and supplements to the Proxy Statement and all responses to requests for additional information prior to their being filed with, or sent to, the SEC. The Company shall give due reasonable and good faith consideration to all reasonable additions, deletions any comments made by Parent or changes suggested thereto by the Buyer and its counsel. (a) As . The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the Proxy Statement is cleared SEC. (b) If the adoption of this Agreement by the SEC for mailing to the SellerCompany’s stockholdersstockholders is required by Law, the Seller shall Company shall, as soon as practicable following the Acceptance Time, (i) duly call, establish a record date for, give notice of, convene and hold a meeting of its stockholders (the “Seller Company Stockholders Meeting”) for the purpose, among others, purpose of obtaining seeking the Seller Company Stockholder Approval (the record date for which shall not be prior to the Acceptance Time, and once the Company has established the record date the Company shall consult with Parent prior to changing the record date or establishing a different record date for the Company Stockholders Meeting), and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Company Board, shall (i) recommend to its stockholders that they adopt this Agreement give the Company Stockholder Approval and the transactions contemplated hereby, (ii) it shall include such recommendation in the Proxy Statement (except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of this Agreement, the Offer or the Merger as permitted by Section 5.03(c)); provided, however, that, to the extent that, following the Acceptance Time, Parent, Merger Sub and (iii) publicly reaffirm such recommendation within 24 hours after their affiliates collectively own at least a request to do so by the Buyer. Without limiting the generality majority of the foregoingoutstanding shares of the Company Common Stock, at the Seller agrees Company’s election, in lieu of the Company Stockholders Meeting, Parent, Merger Sub and such affiliates shall adopt this Agreement by executing an action by written consent, signed by Parent, Merger Sub and any of their respective affiliates that own shares of the Company Common Stock, as the holders of a majority of the outstanding shares of the Company Common Stock, pursuant to Section 228 of the DGCL (the “Stockholder Consent”), in which case the Company shall, in accordance with and subject to the requirements of applicable Law, (x) except as promptly as practicable thereafter, in consultation with Parent, duly set a record date for an action by written consent of the event stockholders of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller Company for the purpose of adopting this Agreement (which record date shall use its commercially reasonable efforts not be prior to solicit proxies to obtain the Seller Stockholder Approval Acceptance Time) and (y) its obligations as promptly as practicable after the Company is legally permitted to do so under applicable Law, consummate the actions approved in the Stockholder Consent. For the avoidance of doubt, the provisions of Section 6.01(a) shall apply to any Proxy Statement to be prepared in connection with a Stockholder Consent. Notwithstanding the foregoing, if Parent, Merger Sub and any other affiliate of Parent collectively acquire at least 90% of the outstanding shares of the Company Common Stock, Parent promptly shall, and shall cause Merger Sub to, cause the Merger to become effective as soon as practicable after the Acceptance Time without a stockholders meeting or a written consent in accordance with Section 253 of the DGCL. (c) Parent and Merger Sub shall (i) in the case of a Stockholders Meeting, cause all shares of the Company Common Stock purchased pursuant to the Offer and all other shares of the Company Common Stock owned by Parent, Merger Sub or any of their affiliates to be voted in favor of the adoption of this Section 5.18(bAgreement and (ii) shall not in the case of an action by written consent, execute, or cause to be affected by executed, the commencement, public proposal, public disclosure or communication Stockholder Consent with respect to all of the shares of the Company Common Stock purchased pursuant to the Seller Offer and all other shares of the Company Common Stock owned by Parent, Merger Sub or any other Person of any Acquisition Proposal or their affiliates. (d) Immediately following the occurrence execution of any Seller Adverse Recommendation Changethis Agreement, Parent shall execute and deliver, in accordance with Section 228 of the DGCL and in its capacity as the sole stockholder of Merger Sub, a written consent adopting this Agreement.

Preparation of Proxy Statement; Stockholders Meeting. Subject to Section 4.4 of the Company Disclosure Schedule: (a) As The Company shall use reasonable diligence to take all action necessary under all Applicable Laws and the Company’s certificate of incorporation and bylaws to prepare a proxy statement relating to the adoption of this Agreement by the stockholders of the Company (the “Proxy Statement”) and cause the Proxy Statement to be mailed to the Company’s stockholders with the mailing to occur promptly as practicable after the date of this Agreement hereof but in no event later than forty-five (and in any event within 15 calendar 45) days after the date hereofhereof (subject to such further extensions as may be necessary to comply with Applicable Law). Subject to Section 4.7, the Seller Company Recommendation shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, . Parent and Merger Sub shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect furnish to the Proxy Statement, Company all information concerning Parent and shall cause Merger Sub required to be set forth in the Proxy Statement or reasonably requested by the Company for inclusion therein. Each of Parent and Merger Sub shall promptly correct any information provided by it for use in definitive form to be mailed the Proxy Statement if and to the Seller’s stockholders at the earliest practicable dateextent that such information shall have become false or misleading in any material respect and to correct any material omissions therein. If at any time prior to obtaining receipt of the Seller vote of holders of a majority of the outstanding shares of Common Stock (the “Company Stockholder Approval”), any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should there shall be discovered by the Seller any error or the Buyer occur any event that should be corrected or set forth in an amendment or supplement to the Proxy Statement so that such document would not contain 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 misleadingStatement, the party that discovers such information Company shall promptly notify the other party hereto prepare and the Seller shall promptly file with the SEC disseminate its stockholders such an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Sellersupplement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller The Company shall give the Buyer provide Parent and its counsel a reasonable opportunity to review the Proxy Statement prior to its being mailed to the stockholders of the Company and comment on such document or response shall provide Parent and their counsel a reasonable opportunity to review all amendments and supplements to the Proxy Statement, and, in any case, shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselParent. (ab) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing In performing its obligations pursuant to the Seller’s stockholdersSection 4.4(a) above, the Seller Company shall duly take all action necessary under all Applicable Laws and the Company’s certificate of incorporation and bylaws (1) to establish a record date for purposes of determining stockholders entitled to notice of and to vote at the Stockholder’s Meeting (the “Record Date”) and (2) to call, give notice of, convene of and hold a meeting of its stockholders the holders of the shares of Common Stock to vote on the adoption of this Agreement (including any adjournment or postponement thereof, the “Seller Stockholders Stockholders’ Meeting”) for ). The Company shall use its reasonable best efforts to ensure that all proxies solicited by the purpose, among others, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act Company in connection therewith with the Stockholders’ Meeting are solicited in material compliance with all Applicable Laws. The adoption of this Agreement and the annual election of directors (and such Seller Stockholders as well as any adjournment or other procedural proposals or matters incidental to any of the foregoing) shall be the only matters which the Company shall propose to be acted on by the stockholders of the Company at the Stockholders’ Meeting shall in any event be no later than forty-five calendar days after without the prior consent of Parent. The Company may adjourn or postpone the Stockholders’ Meeting (i) if the tenth calendar day after Company determines in good faith that it is necessary or advisable under Applicable Law in order to give the preliminary Proxy Statement therefor has been filed stockholders of the Company sufficient time to evaluate any additional information or disclosure in connection with the SEC if by matters to be voted on thereat, so long as the Company consults with Parent in connection with making such date the SEC has not informed the Seller that it intends to review the Proxy Statement or determination, (ii) if as of the SEC has, by time for which the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement, ) there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent business of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder ApprovalStockholders’ Meeting, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for solicitation of votes in order to obtain the filing and mailing of Company Stockholder Approval, (iv) to a date not later than five (5) Business Days following any supplemental or amended disclosure date on which the Seller Board has determined in good faith after consultation Company and Parent have agreed to improvements to the terms of the Transactions proposed by Parent pursuant to Section 4.7(d), and (v) otherwise with outside legal counsel is necessary under applicable Law and for the consent of Parent (such supplemental or amended disclosure consent not to be disseminated and reviewed unreasonably withheld or delayed so long as the purpose of such requested consent is not inconsistent with the transactions contemplated by the Sellerthis Agreement). The Company shall not otherwise (without Parent’s stockholders prior to the Seller Stockholders Meeting; providedwritten consent) adjourn, that the Seller may not postpone or adjourn cancel (or propose to adjourn, postpone or cancel) the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoingStockholders’ Meeting, the Seller shall, at the request of the Buyer, except to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Company Stockholder Approval Approval. (c) Parent and (y) its obligations pursuant to this Section 5.18(b) Merger Sub shall not be affected cause all shares of Common Stock owned by the commencementParent, public proposal, public disclosure or communication to the Seller Merger Sub or any other Person of any Acquisition Proposal or their affiliates on the occurrence applicable Record Date to be voted in favor of any Seller Adverse Recommendation Changethe adoption of this Agreement at the Stockholders’ Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date of this Agreement (and in any event within 15 calendar days after following the date hereof), the Seller Company shall (i) prepare and file with the Commission a proxy statement (such proxy statement and any amendments or supplements thereto, the "Proxy Statement") with respect to the Contemplated Transactions. The Proxy Statement with shall seek approval of the SEC in preliminary form as required by matters to be submitted for approval at the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewithas provided below. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Company shall use commercially reasonable best efforts to have the Proxy Statement cleared by the SEC Commission as promptly as reasonably practicable after filing with the Commission. The Company shall, as promptly as practicable after the filing receipt thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with Purchaser copies of any written comments that may be received from and advise the SEC or its staff with respect theretoPurchaser of any oral comments, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy StatementStatement received from the Commission. The Company shall provide the Purchaser with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing such with the Commission, and with a copy of all such filings made with the Commission. Notwithstanding any other provision herein to the contrary, neither the Proxy Statement nor any amendment or supplement thereto shall be filed or made without the approval of the Purchaser (which approval shall not be unreasonably withheld or delayed). The Company will use reasonable best efforts to cause the Proxy Statement in definitive form to be mailed to the Seller’s its stockholders at the earliest practicable dateas promptly as practicable. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that Company which should be set forth in an amendment or supplement to the Proxy Statement so that such document it would not contain 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 that discovers such information Company shall promptly notify the other party hereto and Purchaser and, to the Seller shall promptly file with the SEC extent required by applicable law, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable Law, disseminate such amendment or supplement Commission and disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselCompany. (ab) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders (as promptly as practicable after the “Seller Stockholders Meeting”) date hereof for the purpose, among others, purpose of obtaining the Seller Stockholder Approval andRequired Vote (including, if applicablewithout limitation, with respect to the issuance of the Series A Preferred Stock and the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (Articles of Amendment and such Seller other amendments to the Certificate of Incorporation as may be necessary or appropriate to give effect to any of the Contemplated Transactions (including without limitation the grant of right of first offer as contemplated by Article 9 hereof), and any other action that may be required with respect to any of the transactions contemplated by this Agreement) (the "Stockholders Meeting Meeting") and shall take all lawful action to solicit the approval of all such matters by the Company's stockholders. The Company shall include in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or the recommendation of the Board of Directors in favor of approval of all such matters (iithe "Board Recommendation") if and the SEC haswritten opinion of Southwest Securities, by dated the tenth calendar day after date hereof, to the preliminary effect that, as of the date hereof, the issuance of the Series A Preferred Stock and the Offer are fair, from a financial point of view, to the holders of the Common Stock other than Affiliates of the Company; provided, that, the Company shall not be required to include the Board Recommendation in the Proxy Statement therefor has been filed with if, at the SEC, informed time of the Seller that it intends to review mailing of the Proxy Statement, the date on which Board of Directors of the SEC confirms that it has no further comments on Company would be permitted to make a Change in the Proxy StatementBoard Recommendation pursuant to the next sentence of this Section 6.1(b). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent Board of Directors of the Buyer; Company shall not withdraw, modify or qualify (iior propose to withdraw, modify or qualify) (A) due in any manner adverse to the absence of Purchaser such recommendation (a quorum or (B) if "Change in the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders MeetingRecommendation"); provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; providedhowever, that the Seller Board of Directors of the Company may make a Change in the Board Recommendation in connection with an unsolicited bona fide Acquisition Proposal which is submitted in writing to the Board of Directors of the Company after the date hereof if the Company shall not have complied in all respects with the requirements of Section 5.2 with respect to such Acquisition Proposal; provided that the Board of Directors of the Company shall have concluded in good faith, after consulting with its outside financial advisors and counsel that such Acquisition Proposal is financially superior to the holders of the Common Stock than the Contemplated Transactions, taking into account all relevant factors (including financing, required approvals and the timing and likelihood of consummation and the post-closing prospects for the Company) (a "Superior Proposal") and that the failure to take such action would reasonably be required likely to adjourn violate the Seller obligations of the directors under Delaware law. Unless this Agreement shall have been terminated in accordance with its terms, the Company shall comply with all of its obligations under this Agreement, including calling and holding a Stockholders Meeting more than one under this Section 6.1(b) and submitting the matters set forth in Section 3.24(c) to a vote of the stockholders of the Company, even if the Board of Directors of the Company determines at any time pursuant after the date hereof to this sentence, and no such adjournment pursuant to this sentence shall be required to be for make a period exceeding 10 Business Days. Except Change in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation ChangeBoard Recommendation.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable after the date of this Agreement (and in any event within 15 calendar days after the date hereof), the Seller shall (i) prepare and file a Proxy Statement with the SEC a Proxy Statement. Seller and Buyer shall cooperate with each other in preliminary form as the preparation of the Proxy Statement and without limiting the generality of the foregoing, Seller shall consult with Buyer prior to filing the Proxy Statement (or any amendment or supplement thereto) with the SEC and shall consider in good faith including any reasonable comments of Buyer relating thereto, and Buyer shall, in a timely manner, furnish to Seller the information relating to Buyer required by the Exchange Act and (ii) to be set forth in consultation the Proxy Statement. Unless the Board of Directors of Seller has effected a Change in Recommendation in accordance with the BuyerSection 5.7(c), set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies shall include the Recommendation of the Board of Directors of Seller that Seller’s stockholders authorize the transactions contemplated by this Agreement and the Related Documents. The Proxy Statement shall additionally include in the Proxy Statement a copy of the opinion of Seller’s Financial Advisor to the Board of Directors of Seller with respect to the fairness of the transactions contemplated by this Agreement and the Related Documents. (b) Seller shall use its commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Seller shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable following the filing thereof with the SEC and the resolution of any comments thereon by the SEC. Seller shall advise Buyer promptly after it receives notice of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and Seller shall consult with Buyer prior to responding to any of the foregoing and shall consider in good faith including any reasonable comments of Buyer relating to any such responses. The Proxy Statement and any amendments or supplements to the Proxy Statement will, when filed, comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE AmericanAct. The Seller shall use commercially reasonable efforts to have information supplied by Buyer for inclusion in the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with or any comments that may be received from the SEC amendment or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect supplement to the Proxy Statement, and shall cause will not, on the Proxy Statement in definitive form to be date it is first mailed to Seller’s stockholders, on the date Seller’s stockholders vote on this Agreement and at the earliest practicable dateClosing, contain 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, and will not at the time of the Seller Stockholders Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Seller Stockholders Meeting that shall have become false or misleading in any material respect. If at any time prior to obtaining the Seller Stockholder Approval, Closing Date any information relating to the transactions contemplated by this AgreementSeller or Buyer, the Seller, the Buyer or any of their respective Affiliates, directors officers or officers should be directors, is discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement Statement, so that such document the Proxy Statement would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Applicable Law, disseminate such amendment or supplement disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counsel. (ac) As promptly Seller shall, as soon as practicable after the Proxy Statement is cleared by the SEC for mailing to the date hereof, and in accordance with Seller’s stockholderscertificate of incorporation and bylaws and Applicable Law, establish a record date (which will be as soon as practicable after the Seller shall date hereof) for, duly call, and give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) for the purpose, among others, purpose of obtaining considering and taking action upon this Agreement and the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(ctransactions contemplated hereby. (d) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, As soon as practicable following the date on which the SEC confirms that it Proxy Statement is mailed to Seller’s stockholders, Seller shall convene and hold the Seller Stockholders Meeting. Once the Seller Stockholders Meeting has no further comments on been called and noticed, except pursuant to the Proxy Statement). The following sentence, Seller may shall not postpone or adjourn the Seller Stockholders Meeting solely (i) with without the consent of the Buyer; (ii) (A) due to the absence of , which consent shall not be unreasonably withheld or delayed. If a quorum or (B) if the Seller of stockholders has not received proxies representing a sufficient number of Shares been obtained by the scheduled date for the Seller Stockholder ApprovalStockholders Meeting, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure proxy materials are required to be filed with the SEC or disseminated and reviewed by the to Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the then Seller may not shall postpone or adjourn the Seller Stockholders Stockholder Meeting more than until such time as a total quorum is obtained or a period complying with Applicable Law is permitted for the filing or dissemination of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Sectionsuch supplemental or amended proxy materials. Notwithstanding In the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn event that the Seller Stockholders Meeting is delayed to a date specified by after the Buyer for the absence End Date (as defined in Section 8.1(b)) as a result of a quorum any adjournment or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time postponement pursuant to this sentenceSection 5.4(d), and no such adjournment pursuant to this sentence then the End Date shall be required extended to be for the fifth (5th) Business Day after the date on which the Sellers Stockholder Meeting is convened and a period exceeding 10 Business Days. Except in vote by the case stockholders of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, on the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation proposal set forth in the Proxy Statement and is taken. (iiie) publicly reaffirm such recommendation within 24 hours after Unless the Board of Directors of Seller has effected a request to do so by the Buyer. Without limiting the generality of the foregoingChange in Recommendation in accordance with Section 5.7(c), the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit from stockholders of Seller proxies in favor of the approval of this Agreement and the transactions contemplated hereby and shall take all other action necessary or advisable to obtain secure the Required Stockholder Vote. Seller shall engage a proxy solicitor to solicit proxies on behalf of Seller in connection with the Seller Stockholder Approval Stockholders Meeting. Unless the Board of Directors of Seller has effected a Change in Recommendation in accordance with Section 5.7(c), Seller shall use its commercially reasonable efforts, including by attending in person meetings, participating in phone conferences and (y) its obligations pursuant providing requested information, to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to cause any proxy advisory firms advising their clients in connection with the Seller or any other Person Stockholders Meeting to recommend that client stockholders vote in favor of any Acquisition Proposal or the occurrence approval of any Seller Adverse Recommendation Changethis Agreement and the transactions contemplated hereby.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as practicable after If required following termination of the date of this Agreement (and in any event within 15 calendar days after the date hereof)Offer, the Seller Company shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewithProxy Statement. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Company shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC SEC, as promptly as practicable after the filing thereofthereafter. The Seller Proxy Statement shall obtain not be filed, and furnish no amendment or supplement thereto will be made by the Company, without consultation with Acquiror and its counsel. (b) Each of the Company, Acquiror and Merger Sub covenants that none of the information required supplied or to be included supplied by it for inclusion or incorporation by reference in the Proxy StatementStatement will, shall provide at the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be date it is first mailed to the Seller’s stockholders of the Company, or at the earliest practicable date. If at any time prior to obtaining of the Seller Stockholder ApprovalCompany Stockholders' Meeting, any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain any misstatement 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 were are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, (i) no representation or covenant is made by the Company with respect to statements made therein based on information supplied in writing by Acquiror or Merger Sub specifically for inclusion. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or (ii) any event with respect to Acquiror or Merger Sub, or with respect to information supplied by Acquiror or Merger Sub for inclusion in the Proxy Statement, in either case which event is required to be described in an amendment of, or a supplement to, the party that discovers Proxy Statement, such information event shall promptly notify the other party hereto be so described, and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Seller. Notwithstanding Company. (c) The Company shall promptly notify Acquiror and Merger Sub of the foregoing, prior to filing receipt of any comments from the SEC or mailing the Proxy Statement (its staff or any amendment other appropriate government official and of any requests by the SEC or supplement its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and other transactions contemplated hereby or for additional information and shall supply Acquiror and Merger Sub with copies of all correspondence between the Company or any of its representatives, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto) or responding . The Company shall use reasonable efforts to respond to any comments of the SEC with respect theretoto the Proxy Statement, the Seller shall give the Buyer provide promptly to Acquiror and its counsel a reasonable opportunity to review and comment on Merger Sub any information such party may obtain that could necessitate amending any such document or response and shall give due consideration consult with counsel to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselAcquiror with respect to such comments. (ad) As promptly as practicable after If required following the Proxy Statement is cleared by termination of the SEC for mailing to the Seller’s stockholdersOffer, the Seller Company shall duly call, give notice of, take all action necessary in accordance with Applicable Law and its Restated Certificate of Incorporation and By-laws to convene and hold a meeting of its stockholders (the “Seller Stockholders "Company Stockholders' Meeting”") as promptly as practicable for the purpose, among others, purpose of obtaining the Seller Company Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement)Approval. The Seller may postpone or adjourn Company shall, through its Board of Directors, recommend to its stockholders the Seller Stockholders Meeting solely (i) with adoption of this Agreement and the consent transactions contemplated hereby and shall use reasonable efforts to solicit from its stockholders proxies in favor of adoption of this Agreement and to take all other lawful action necessary to secure the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Company Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at Company's obligation to convene and hold the request Company Stockholders' Meeting and to recommend the adoption of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies from its stockholders shall be subject to obtain any action (including any withdrawal or change of its recommendation) taken by, or upon authority of, the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by Board of Directors of the commencement, public proposal, public disclosure or communication to Company which the Seller or any other Person Board of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Change.Directors

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable after the date hereof, Seller shall prepare and file with the SEC a Proxy Statement. Seller and Buyer shall cooperate with each other in the preparation of this Agreement the Proxy Statement and without limiting the generality of the foregoing, Seller shall consult with Buyer prior to filing the Proxy Statement (or any amendment or supplement thereto) with the SEC and shall consider in good faith including any event within 15 calendar days after reasonable comments of Buyer relating thereto, and Buyer shall, in a timely manner, furnish to Seller the date hereofinformation relating to Buyer required by the Securities Exchange Act, to be set forth in the Proxy Statement. Unless the Board of Directors of Seller has effected a Change in Recommendation in accordance with Section 5.12(c), the Proxy Statement shall include the Recommendation of the Board of Directors of Seller. The Proxy Statement shall additionally include a copy of the opinion of the Seller’s Financial Advisor to the Board of Directors of Seller with respect to the fairness of the transactions contemplated by this Agreement and the Related Documents. (b) Seller shall (i) prepare and file a use its commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement. Seller shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable following the filing thereof with the SEC in preliminary form as required and the resolution of any comments thereon by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewithSEC. The Seller shall ensure that advise Buyer promptly after it receives notice of any request by the SEC for amendment of the Proxy Statement complies or comments thereon and responses thereto or requests by the SEC for additional information and Seller shall consult with Buyer prior to responding to any of the foregoing and shall consider in good faith including any reasonable comments of Buyer relating to any such responses. The Proxy Statement and any amendments or supplements to the Proxy Statement will, when filed, comply as to form in all material respects with the applicable provisions requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE AmericanAct. The Seller shall use commercially reasonable efforts to have information supplied by Buyer for inclusion in the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with or any comments that may be received from the SEC amendment or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect supplement to the Proxy Statement, and shall cause will not, on the Proxy Statement in definitive form to be date it is first mailed to Seller’s stockholders, on the date the Seller’s stockholders vote on this Agreement and at the earliest practicable dateClosing, contain 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, and will not at the time of the Seller Stockholders Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the Seller Stockholders Meeting that shall have become false or misleading in any material respect. If at any time prior to obtaining the Seller Stockholder Approval, Closing Date any information relating to the transactions contemplated by this AgreementSeller or Buyer, the Seller, the Buyer or any of their respective Affiliates, directors officers or officers should be directors, is discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement Statement, so that such document the Proxy Statement would not contain 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 that discovers such information shall promptly notify the other party hereto and the Seller shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Applicable Law, disseminate such amendment or supplement disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counsel. (ac) As promptly Seller shall, as soon as practicable after the Proxy Statement is cleared by the SEC for mailing to the date hereof, and in accordance with Seller’s stockholderscertificate of incorporation and bylaws and Applicable Law, establish a record date (which will be as soon as practicable after the Seller shall date hereof) for, duly call, and give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) for the purpose, among others, purpose of obtaining considering and taking action upon this Agreement and the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(ctransactions contemplated hereby. (d) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, As soon as practicable following the date on which the SEC confirms that it Proxy Statement is mailed to Seller’s stockholders, Seller shall convene and hold the Seller Stockholders Meeting. Once the Seller Stockholders Meeting has no further comments on been called and noticed, except pursuant to the Proxy Statement). The following sentence, Seller may shall not postpone or adjourn the Seller Stockholders Meeting solely (i) with without the consent of the Buyer; (ii) (A) due to the absence of , which consent shall not be unreasonably withheld or delayed. If a quorum or (B) if the Seller of stockholders has not received proxies representing a sufficient number of Shares been obtained by the scheduled date for the Seller Stockholder ApprovalStockholders Meeting, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure proxy materials are required to be filed with the SEC or disseminated and reviewed by the to Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the then Seller may not shall postpone or adjourn the Seller Stockholders Stockholder Meeting more than until such time as a total quorum is obtained or a period complying with Applicable Law is permitted for the filing or dissemination of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Sectionsuch supplemental or amended proxy materials. Notwithstanding In the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn event that the Seller Stockholders Meeting is delayed to a date specified by after the Buyer for the absence End Date (as defined in Section 7.1(b)) as a result of a quorum any adjournment or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time postponement pursuant to this sentenceSection 5.4(d), and no such adjournment pursuant to this sentence then the End Date shall be required extended to be for the fifth (5th) Business Day after the date on which the Sellers Stockholder Meeting is convened and a period exceeding 10 Business Days. Except in vote by the case stockholders of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, on the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated hereby, (ii) include such recommendation proposal set forth in the Proxy Statement and is taken. (iiie) publicly reaffirm such recommendation within 24 hours after Unless the Board of Directors of Seller has effected a request to do so by the Buyer. Without limiting the generality of the foregoingChange in Recommendation in accordance with Section 5.12(c), the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit from stockholders of Seller proxies in favor of the approval of this Agreement and the transactions contemplated hereby and shall take all other action necessary or advisable to obtain secure the Required Stockholder Vote. Seller shall engage a proxy solicitor to solicit proxies on behalf of Seller in connection with the Seller Stockholder Approval Stockholders Meeting. Unless the Board of Directors of Seller has effected a Change in Recommendation in accordance with Section 5.12(c), Seller shall use its commercially reasonable efforts, including by attending in person meetings, participating in phone conferences and (y) its obligations pursuant providing requested information, to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to cause any proxy advisory firms advising their clients in connection with the Seller or any other Person Stockholders Meeting to recommend that client stockholders vote in favor of any Acquisition Proposal or the occurrence approval of any Seller Adverse Recommendation Changethis Agreement and the transactions contemplated hereby.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date of this Agreement (and in any event within 15 calendar days after following the date hereof), the Seller ConocoPhillips and Burlington shall (i) prepare cooperate in preparing and file a Proxy Statement shall cause to be filed with the SEC in preliminary form as required by mutually acceptable proxy materials that shall constitute the Exchange Act Proxy Statement/Prospectus and (ii) in consultation ConocoPhillips and Burlington shall prepare, and ConocoPhillips shall file with the BuyerSEC, set the Form S-4. The Proxy Statement/Prospectus will be included as a preliminary record date for the Seller Stockholders Meeting prospectus in and commence will constitute a broker search pursuant to Section 14a‑13 part of the Exchange Act in connection therewithForm S-4 as ConocoPhillips' prospectus. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions Each of the Exchange Act ConocoPhillips and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller Burlington shall use commercially reasonable best efforts to have the Proxy Statement Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. ConocoPhillips and Burlington shall, as promptly as practicable after receipt thereof, provide the other parties with copies of any written comments, and advise each other of any oral comments, with respect to the Proxy Statement/Prospectus or Form S-4 received from the SEC. ConocoPhillips and Burlington shall cooperate and provide the other parties with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each will provide each other parties with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both ConocoPhillips and Burlington, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that Burlington, in connection with a Change in the Burlington Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a Change in the Burlington Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Burlington will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Burlington stockholders as promptly as practicable after the filing Form S-4 is declared effective under the Securities Act. ConocoPhillips and Burlington will advise the other party, promptly after it receives notice thereof. The Seller shall obtain and furnish , of the information required to be included time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the ConocoPhillips Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If, shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made by the SEC or its staff with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder ApprovalEffective Time, any information relating to the transactions contemplated by this AgreementConocoPhillips or Burlington, the Seller, the Buyer or any of their respective Affiliatesaffiliates, directors officers or officers should be directors, is discovered by the Seller ConocoPhillips or the Buyer that Burlington and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement Statement/Prospectus so that any of such document documents would not contain 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 that discovers hereto discovering such information shall promptly notify the other party hereto and parties and, to the Seller shall promptly file with the SEC extent required by law, rules or regulations, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable Law, disseminate such amendment or supplement SEC and disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer ConocoPhillips and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselBurlington. (ab) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller Burlington shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders (the “Seller Burlington Stockholders Meeting”) Meeting as soon as practicable for the purpose, among others, purpose of obtaining the Seller Burlington Stockholder Approval and, if applicablesubject to Section 6.5, shall take all lawful action to solicit the advisory vote required Burlington Stockholder Approval. The Board of Directors of Burlington shall recommend the adoption of the plan of merger contained in this Agreement by Rule 14a‑21(cthe Burlington stockholders to the effect as set forth in Section 4.1(r) under (the Exchange Act in connection therewith ("Burlington Recommendation"), and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to ConocoPhillips the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement Burlington Recommendation or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed take any action or make any statement in connection with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Burlington Stockholders Meeting solely (i) inconsistent with the consent of Burlington Recommendation (collectively, a "Change in the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders MeetingBurlington Recommendation"); provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; providedhowever, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement Burlington and the transactions contemplated hereby, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality Board of the foregoing, the Seller agrees that (x) except in the event Directors of a Seller Adverse Recommendation Change specifically Burlington may take any action permitted by under Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Change6.5.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly soon as practicable after following the date of this Agreement (and in any event within 15 calendar days after the date hereof)Agreement, the Seller shall (i) prepare and file a Proxy Statement with the SEC in preliminary form as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Proxy Statement. Seller Stockholders Meeting and commence a broker search pursuant shall use all reasonable best efforts to Section 14a‑13 respond to comments of the Exchange Act in connection therewith. The Seller shall ensure that SEC concerning the Proxy Statement complies in all material respects with to enable the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts SEC to have orally confirm that it has no comments, or no further comments, concerning the Proxy Statement cleared by the SEC ("PROXY CLEARANCE") as promptly as practicable after such filing. Subject to Section 5.7(d), Seller will use its reasonable best efforts to cause the filing thereofProxy Statement to be mailed to Seller's stockholders as promptly as practicable after oral notification of Proxy Clearance. The Proxy Statement shall not be filed, no amendment or supplement thereto shall be made by Seller nor shall the Proxy Statement be distributed without the prior consent of Purchaser and its counsel, which consent shall not be unreasonably withheld or delayed. Seller shall obtain and furnish notify Purchaser of the information required to be included in the Proxy Statement, shall provide the Buyer with receipt of any comments that may be received from of the SEC or its staff with respect thereto, shall respond promptly to and of any such comments made requests by the SEC for amendments or its staff with respect supplements to the Proxy Statement, or for additional information, and shall cause promptly supply Purchaser with copies of all correspondence between Seller (or its representatives) and the Proxy Statement in definitive form SEC (or its staff) with respect thereto. Whenever any event occurs which is required to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions contemplated by this Agreement, the Seller, the Buyer or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not contain any misstatement of a material fact Statement, Seller or omit to state any material fact necessary to make Purchaser, as the statements thereincase may be, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall will promptly notify inform the other party hereto of such occurrence and cooperate in the Seller shall promptly file filing with the SEC an appropriate amendment or supplement describing such information andits staff, and/or mailing to the extent required by applicable Lawstockholders of Seller, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselsupplement. (ab) As promptly Subject to Section 5.7(d), Seller will, as soon as reasonably practicable after the in connection with obtaining Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholdersClearance, the Seller shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) for the purpose, among others, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends and take all related actions pursuant to review DGCL and NASDAQ requirements and Seller's certificate of incorporation and bylaws required for a stockholders meeting. Subject to Section 5.7(d), the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due shall include a statement to the absence effect that Seller's Board of a quorum or (B) if the Seller has not received proxies representing a sufficient number Directors recommended that Seller's stockholders vote in favor of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law adopt and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt approve this Agreement and the transactions contemplated hereby, (ii) include such recommendation in hereby at the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation ChangeStockholders Meeting.

Preparation of Proxy Statement; Stockholders Meeting. (a) As promptly as reasonably practicable after the date of this Agreement (and in any event within 15 calendar days after following the date hereof), the Seller Alpha and Conexant shall (i) prepare and Alpha shall file a Proxy Statement with the SEC proxy materials which shall constitute the Proxy Statement/ Prospectus to be mailed to Alpha's stockholders in preliminary form as required by the Exchange Act and (ii) in consultation connection with the Buyer, set a preliminary record date for the Seller Alpha Stockholders Meeting (such proxy statement/prospectus, and commence any amendments or supplements thereto, the "Proxy Statement/ A-33 Prospectus") and Conexant and Alpha shall prepare and Alpha shall file with the SEC a broker search pursuant registration statement on Form S-4 with respect to Section 14a‑13 the issuance of Alpha Common Stock in the Merger (the "Form S-4"). The Proxy Statement/Prospectus will be included in and will constitute a part of the Exchange Act Form S-4 as Alpha's prospectus and will be mailed to Conexant's stockholders as an Information Statement in connection therewithwith the Distribution. The Seller shall ensure that Form S-4 and the Proxy Statement complies Statement/Prospectus will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE Americanthe SEC thereunder. The Seller Alpha shall use commercially reasonable best efforts to have the Proxy Statement Statement/Prospectus cleared by the SEC as promptly as reasonably practicable after filing with the filing thereof. The Seller shall obtain and furnish SEC, to have the information required to be included in the Proxy Statement, shall provide the Buyer with any comments that may be received from the SEC or its staff with respect thereto, shall respond promptly to any such comments made Form S-4 declared effective by the SEC or its staff as promptly as reasonably practicable after filing with the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Alpha shall, as promptly as practicable after receipt thereof, provide to Conexant copies of any written comments and advise Conexant of any oral comments with respect to the Proxy Statement/Prospectus and the Form S-4 received from the SEC. Alpha shall provide Conexant with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Proxy Statement/Prospectus prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Conexant and Alpha, which approval shall not be unreasonably withheld or delayed. Alpha will use reasonable best efforts to cause the Proxy Statement in definitive form Statement/ Prospectus to be mailed to Alpha's stockholders, and Conexant will use reasonable best efforts to cause the Seller’s stockholders at Proxy Statement/Prospectus to be mailed to Conexant's stockholders, in each case as promptly as practicable after the earliest practicable dateProxy Statement/Prospectus is cleared by the SEC and the Form S-4 is declared effective under the Securities Act. Alpha shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alpha Common Stock in the Merger and Alpha and Conexant shall furnish all information concerning Alpha, Washington and Conexant and the holders of Conexant Common Stock as may be reasonably requested in connection with any such action. Alpha will advise Conexant, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order with respect to the Form S-4, the suspension of the qualification of the Alpha Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Form S-4. If at any time prior to obtaining the Seller Stockholder Approval, Effective Time any information relating to the transactions contemplated by this AgreementAlpha or Washington, the Seller, the Buyer or any of their respective Affiliatesaffiliates, directors officers or officers directors, should be discovered by the Seller Alpha or the Buyer that Conexant which should be set forth in an amendment or supplement to the Form S-4 or the Proxy Statement Statement/Prospectus so that any of such document documents would not contain 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 that which discovers such information shall promptly notify the other party parties hereto and and, to the Seller shall promptly file with the SEC extent required by Applicable Laws, an appropriate amendment or supplement describing such information and, to shall be promptly filed with the extent required by applicable Law, disseminate such amendment or supplement SEC and disseminated to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer Alpha and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselConexant. (ab) As promptly as practicable after the Proxy Statement is cleared by the SEC for mailing to the Seller’s stockholders, the Seller Alpha shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders on a date determined in accordance with the mutual agreement of Alpha and Conexant (the “Seller "Alpha Stockholders Meeting”") for the purpose, among others, purpose of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed Required Alpha Vote with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due respect to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, transactions contemplated by this Agreement and shall take all lawful action to solicit additional proxies; or (iii) to allow reasonable additional time for the filing approval and mailing adoption of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller Board, shall (i) recommend to its stockholders that they adopt this Agreement and the transactions contemplated herebyMerger by the Required Alpha Vote, and the Board of Directors of Alpha shall recommend approval and adoption of this Agreement and the Merger by the stockholders of Alpha to the effect as set forth in Section 5.1(f) (iithe "Alpha Recommendation"), and shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) include such recommendation (a "Change in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after Alpha Recommendation"); provided, however, that the Board of Directors of Alpha may make a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except Change in the event of a Seller Adverse Alpha Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to Section 7.5. Notwithstanding any Change in the Alpha Recommendation, this Section 5.18(b) Agreement shall not be affected by the commencement, public proposal, public disclosure or communication submitted to the Seller or any other Person stockholders of any Acquisition Proposal or Alpha at the occurrence Alpha A-34 Stockholders Meeting for the purpose of any Seller Adverse Recommendation Changeapproving and adopting this Agreement and the Merger, and nothing contained herein shall be deemed to relieve Alpha of such obligation.

Preparation of Proxy Statement; Stockholders Meeting. (a) As The Shareholders will cause the Company to deliver to Buyer the GAAP Financial Statements and the Navios Information as promptly as reasonably practicable after the date execution of this Agreement (and in any event within 15 calendar days after the date hereof)Agreement. Thereafter, the Seller Buyer shall (i) promptly prepare and file a Proxy Statement with the SEC a proxy statement in preliminary form or such other form, statement or report as required by the Exchange Act and (ii) in consultation with the Buyer, set a preliminary record date for the Seller Stockholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. The Seller shall ensure that the Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and satisfies all rules of NYSE American. The Seller shall use commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. The Seller shall obtain and furnish the information required to be included in the Proxy Statement, shall provide the Buyer with any comments that may be received from required under the SEC federal securities laws (such proxy statement or its staff with respect theretosuch other form, shall respond promptly to and any such comments made by the SEC amendments or its staff supplements thereto including a “fairness opinion” with respect to the Proxy Statement, and shall cause the Proxy Statement in definitive form to be mailed to the Seller’s stockholders at the earliest practicable date. If at any time prior to obtaining the Seller Stockholder Approval, any information relating to the transactions transaction contemplated by this Agreement, the Seller“Proxy Statement”) relating to a shareholders meeting (the “Shareholders Meeting”) to be held by Buyer to obtain Shareholder Approval. Buyer shall duly call, give notice of, convene and hold the Buyer Shareholders Meeting as promptly as reasonably practicable in accordance with applicable law for the purpose of seeking Shareholder Approval. (b) To the Knowledge of the Company and the Shareholders, as of the date of the mailing of the Proxy Statement, none of Navios Information or any of their respective Affiliates, directors or officers should be discovered by the Seller or the Buyer that should be set forth GAAP Financial Statements supplied for inclusion in an amendment or supplement to the Proxy Statement so that such document would not will contain any misstatement 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, therein in light of the circumstances under which they were made, not misleading. If at any time prior to Closing, a change in the Navios Information which would make the preceding sentence incorrect should be discovered by the Shareholders or the Company, the party that discovers Company or such information shall Shareholders will promptly notify the other party hereto Buyer of such change and promptly amend any Schedule. The Company and the Seller Shareholders shall promptly file reasonably cooperate with Buyer in its filing with the SEC an appropriate amendment or supplement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Seller. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Seller shall give the Buyer and its counsel a reasonable opportunity to review and comment on such document or response and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Buyer and its counselStatement. (ac) As promptly as practicable after The Company will use its best efforts to obtain the auditors’ consents to the inclusion of the GAAP Financial Statements in the Proxy Statement is cleared by Statement. The Shareholders shall use their best efforts to cause the SEC for mailing Company to deliver to Buyer the Seller’s stockholdersGAAP Financial Statements, Navios Information and the Seller shall duly callexecuted consent of the auditors referred to in Section 5.10(c) on or prior to March 31, give notice of, convene and hold a meeting of its stockholders 2005 (the “Seller Stockholders MeetingTarget GAAP Date”). (d) for the purpose, among others, of obtaining the Seller Stockholder Approval and, if applicable, the advisory vote required by Rule 14a‑21(c) under the Exchange Act in connection therewith (and such Seller Stockholders Meeting shall in any event be no later than forty-five calendar days after (i) the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Seller that it intends to review the Proxy Statement or (ii) if the SEC has, by the tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC, informed the Seller that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement). The Seller may postpone or adjourn the Seller Stockholders Meeting solely (i) with the consent of the Buyer; (ii) (A) due to the absence of a quorum or (B) if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Seller Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Seller’s stockholders prior to the Seller Stockholders Meeting; provided, that the Seller may not postpone or adjourn the Seller Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of this Section. Notwithstanding the foregoing, the Seller shall, at the request of the Buyer, to the extent permitted by Law, adjourn the Seller Stockholders Meeting to a date specified by the Buyer for the absence through its Board of a quorum or if the Seller has not received proxies representing a sufficient number of Shares for the Seller Stockholder Approval; provided, that the Seller shall not be required to adjourn the Seller Stockholders Meeting more than one time pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding 10 Business Days. Except in the case of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller, through the Seller BoardDirectors, shall (i) recommend to its stockholders that they adopt give the Shareholder Approval and, subject to applicable law and its fiduciary duties, shall not withdraw or modify its recommendation. (e) In the sole discretion of Buyer (and if Buyer has satisfied applicable legal requirements), Buyer may, in lieu of holding a stockholders meeting and filing and mailing a Proxy Statement, comply with Regulation 14C of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. (f) In the event that this Agreement and is assigned by Buyer to an Affiliate in accordance with the transactions contemplated herebysecond to last sentence of Section 11.3 which does not require Shareholder Approval, (ii) include such recommendation in the Proxy Statement and (iii) publicly reaffirm such recommendation within 24 hours after a request to do so by the Buyer. Without limiting the generality of the foregoing, the Seller agrees that (x) except in the event of a Seller Adverse Recommendation Change specifically permitted by Section 5.17, the Seller shall use its commercially reasonable efforts to solicit proxies to obtain the Seller Stockholder Approval and (y) its obligations pursuant to this Section 5.18(b) 5.10 shall not be affected by the commencement, public proposal, public disclosure or communication to the Seller or any other Person of any Acquisition Proposal or the occurrence of any Seller Adverse Recommendation Changeapply.