Common use of Preparation of the Proxy Statement; Shareholders Meeting Clause in Contracts

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the 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 connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parent.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, (i) the Company shall (using its reasonable best efforts) prepare and file with the SEC the preliminary Proxy Statement. Each of , (ii) Parent shall promptly provide to the Company any information relating to Parent or Merger Sub required for inclusion in the Proxy Statement and Parent shall furnish all promptly provide such other information concerning such person to or assistance in the other preparation thereof as may be reasonably requested in connection by the Company and (iii) the Company shall (using its reasonable best efforts) file the Proxy Statement with the preparation, filing and distribution SEC. The Company shall thereafter use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy StatementStatement and to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it the Company and its representatives, on the one hand, and the SECSEC and its staff, on the other hand. Each In the event that the Company receives any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information relating to Parent or Merger Sub required for inclusion in the response of the Company to such comments or such request and Parent shall use reasonable best efforts to respond promptly provide such other information or assistance in the preparation thereof as promptly as practicable to any comments of may be reasonably requested by the SEC with respect Company. Notwithstanding anything to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoingcontrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments or requests of the SEC or its staff with respect thereto, the Company (i) shall provide Parent an and its counsel with a reasonable opportunity to review and comment on such document or response, (ii) response and shall give reasonable and consider in good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedits counsel. (b) The Company agrees shall, as soon as practicable following the date that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated is cleared by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Company Shareholder Approval. The Company shall, through its board of directors, recommend to its shareholders adoption of this Agreement. The Company shall use reasonable best efforts to obtain the Company Shareholder Approval, which efforts shall include the engagement of a reputable nationally-recognized proxy solicitation firm, and shall include in the Proxy Statement that the board of directors of the Company (x) has approved, and declared advisable this Agreement, (y) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its shareholders and (z) recommends that the shareholders of the Company adopt this Agreement and approve the Merger at such Company Shareholders Meeting. The Company shall provide Parent with such information with respect to the solicitation of the Company Shareholder Approval as Parent may reasonably request. Furthermore, the Company, after consultation with Parent, shall adjourn or postpone the Company Shareholders Meeting if necessary in order to obtain the Company Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only ifforegoing, (i) the Company is unable shall have no obligation to obtain do any of the foregoing if there shall have been a quorum of its shareholders at such timeCompany Adverse Recommendation Change, and (ii) the Company may also adjourn or postpone the Company Shareholders Meeting to the extent (and only necessary to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person ensure that any required supplement or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect amendment to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior provided to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without ParentCompany’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parent.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company (with the assistance and cooperation of Parent as reasonably requested by the Company) shall prepare the Proxy Statement and file it with the SEC SEC. Subject to Section 6.02, the preliminary Company Board shall make the Company Board Recommendation to the holders of Company Shares and shall include such recommendation in the Proxy Statement. Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. Each of the Company and Parent shall furnish all information concerning such person to notify the other as may be reasonably requested promptly in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon writing after the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply the other with copies of all written correspondence between it and such party or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the Company and Parent shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC with respect to concerning the Proxy Statement and to resolve such comments with the SEC, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. Prior to the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the holders of Company Shares, or responding to any comments of from the SEC with respect thereto, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth shall consider in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedgood faith. (b) The Subject to Section 6.03(a), the Company agrees that shall take all necessary actions, including in accordance with applicable Law, the Proxy Statement will comply as to form in all material respects with Company Organizational Documents and the requirements rules of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement willNew York Stock Exchange, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, recess, reconvening or postponement thereof, the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining approval of the Company Bye-Law Amendment and the Company Shareholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. The Company Bye-Law Amendment proposal shall appear first on the proxy card in the Proxy Statement ahead of the proposals to obtain the Company Shareholder Approval. Notwithstanding anything Subject to the contrary in this AgreementSection 6.02, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain approval of the Company Bye-Law Amendment and the Company Shareholder Approval, including engaging a proxy solicitor reasonably acceptable to Parent to assist in the solicitation of proxies from shareholders relating to the Company Bye-Law Amendment and the Company Shareholder Approval. The Company Shareholders Meeting and the record date therefor shall be set in consultation with Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company may (with Parent’s consent, such consent not to be unreasonably withheld, conditioned or delayed) adjourn, recess, reconvene or postpone the Company Shareholders Meeting if (x) the Company reasonably believes that (i) such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a quorum as promptly as practicablereasonable amount of time in advance of the Company Shareholders Meeting, (ii) after consultation with Parent, as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), (A) there are not sufficient affirmative votes will be an insufficient number of Company Shares present (either in person or by proxy at such meeting proxy) to adopt this Agreement constitute a quorum necessary to allow reasonable time for conduct the solicitation business of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement Shareholders Meeting or (B) there will be an insufficient number of proxies to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders obtain approval of the Company prior to Bye-Law Amendment or the Company Shareholder Meeting Approval or (iviii) the Company such adjournment, recess, reconvening or postponement is required to do so by Law or a court or other Governmental Authority of competent jurisdiction in connection with any Transaction Litigation; providedActions in connection with this Agreement or the Transactions or has been requested by the SEC or its staff or (y) Parent requests such adjournment, howeverrecess, that in no event will the Shareholders Meeting be postponed reconvention or adjourned (x) postponement. The Company shall keep Parent updated with reasonable frequency with respect to Section 5.01(c)(iproxy solicitation results. (c) or Notwithstanding any Adverse Recommendation Change, unless this Agreement has been validly terminated in accordance with Article VIII, (c)(ii), by more than thirty (30i) days after the date on which Company shall hold the Company Shareholders Meeting was for the purpose of obtaining approval of the Company Bye-Law Amendment and obtaining the Company Shareholder Approval, and nothing contained herein shall relieve the Company of such obligation and (or was required to beii) originally scheduled, without the prior written consent of Parent, (y) Proxy Statement and any and all accompanying materials may include appropriate disclosure with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by Adverse Recommendation Change if and to the extent the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (Board determines after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, counsel that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental failure to include such disclosure would be inconsistent with its fiduciary duties under applicable Laws or amended disclosure is otherwise required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parentapplicable Law.

Preparation of the Proxy Statement; Shareholders Meeting. If the Company Shareholder Approval is required under the NJBCA in order to consummate the Merger, then: (a) As promptly as reasonably practicable following after the date of this AgreementAcceptance Time, the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each Statement to be sent to the shareholders of the Company and relating to the Company Shareholders Meeting. Parent shall furnish all information concerning such person to the other as may be reasonably requested by the Company in connection with any such action and the preparation, filing and distribution of the Proxy Statement. The Company shall . (b) As promptly notify Parent upon as practicable after the receipt clearance of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and by the SEC, on the other hand. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statementits shareholders. Notwithstanding the foregoingNo filing of, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretoto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as providing Parent with a reasonable opportunity to form in all material respects with the requirements of the Exchange Act review and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingcomment thereon. (c) The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC 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 or the Transactions. (d) The Company shall, as promptly soon as reasonably practicable after following the filing clearance of the preliminary Proxy Statement with by the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining seeking the Company Shareholder Approval. Notwithstanding anything to . (e) Unless the contrary in this AgreementCompany has effected a Company Change of Recommendation, the Company will be permitted to postpone or adjourn the Shareholders Meeting ifshall, but only if, (i) through the Company is unable to obtain a quorum of its shareholders at such timeBoard, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and make the Company Recommendation, and shall include such Company Recommendation in the Proxy Statement, and use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii)solicit from its shareholders proxies in favor of the adoption of this Agreement, by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, and (y) with respect take all other action necessary or advisable to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by secure the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parent.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company (with the assistance and cooperation of Parent as reasonably requested by the Company) shall prepare the Proxy Statement and file it with the SEC SEC. Subject to Section 6.02, the preliminary Company Board shall make the Company Board Recommendation to the holders of Company Shares and shall include such recommendation in the Proxy Statement. Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent, and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement, if and to the extent such information shall have become false or misleading in any material respect. Each of the Company and Parent shall furnish all information concerning such person to notify the other as may be reasonably requested promptly in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon writing after the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply the other with copies of all written correspondence between it and such party or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the Company and Parent shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC with respect to concerning the Proxy Statement and to resolve such comments with the SEC, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. Prior to the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the holders of Company Shares, or responding to any comments of from the SEC with respect thereto, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth shall consider in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedgood faith. (b) The Subject to Section 6.03(a), the Company agrees that shall take all necessary actions, including in accordance with applicable Law, the Proxy Statement will comply as to form in all material respects with Company Organizational Documents, and the requirements rules of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement willNew York Stock Exchange, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene convene, and hold a meeting of its shareholders (including any adjournment, recess, reconvening, or postponement thereof, the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining approval of the Bye-Law Amendment and Company Shareholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. Notwithstanding anything to Without limiting the contrary in this Agreementgenerality of the foregoing, the Company will agrees that its obligations pursuant to the first sentence of this Section 6.03 shall not be permitted to postpone or adjourn the Shareholders Meeting if, but only if, affected by (i) the commencement, public proposal, public disclosure or communication to the Company is unable of any Takeover Proposal or (ii) the Company Board of Directors making an Adverse Recommendation Change. The Bye-Law Amendment proposal shall appear first on the proxy card in the Proxy Statement ahead of the proposals to obtain a quorum of its shareholders at such timethe Company Shareholder Approval. The Company shall not include in the Proxy Statement any proposal to vote upon or consider any Takeover Proposal. Subject to Section 6.02, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain approval of the Bye-Law Amendment and the Company Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not, without Parent’s consent, adjourn, recess, reconvene, or postpone the Company Shareholders Meeting, if after reasonable consultation with Parent, the Company reasonably believes that (i) such adjournment, recess, reconvening, or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a quorum as promptly as practicablereasonable amount of time in advance of the Company Shareholders Meeting, (ii) as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), (A) there are not sufficient affirmative votes will be an insufficient number of Company Shares present (either in person or by proxy at such meeting proxy) to adopt this Agreement constitute a quorum necessary to allow reasonable time for conduct the solicitation business of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement Shareholders Meeting or (B) there will be an insufficient number of proxies to allow reasonable additional time for obtain approval of the filing Bye-Law Amendment or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting Approval or (iviii) the Company such adjournment, recess, reconvening or postponement is required to do so by Law or a court or other Governmental Authority of competent jurisdiction in connection with any Transaction Litigation; provided, however, that Actions in no event will connection with this Agreement or the Shareholders Meeting be postponed Transactions or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed has been requested by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental SEC or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parentits staff. The Company shallshall adjourn or postpone the Company Shareholders Meeting once, at for a period of up to fourteen (14) days, if requested by ▇▇▇▇▇▇ (in Parent’s sole discretion) to permit additional time to solicit the instruction of Company Shareholder Approval, if sufficient proxies constituting the Company Shareholder Approval have not been received by the Company. If requested by Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy Company shall advise Parent at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date least on a daily basis on each of the Shareholders Meeting be changed without Parent’s last seven (7) days prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Company Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except (and any reconvening thereof) as to the extent an Adverse Recommendation Change expressly permitted aggregate tally of proxies received by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for Company Shareholder Approval and whether such proxies have been voted affirmatively or negatively with respect to each of the proposals to be presented at the Company Shareholders Meeting (including interim results) as reasonably requested by ParentMeeting.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the 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 connection cooperate with the preparationCompany with the preparation of the foregoing. The Company, filing with Parent’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and distribution of resolve all comments received from the SEC or its staff concerning the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC agrees that (i) except with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed any information supplied in writing to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, Merger Sub for inclusion or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered incorporation by the Company or Parent which should be set forth reference in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and that the rules and regulations thereunder and (ii) none of the information included supplied or incorporated to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement will, at on the date the Proxy Statement it is filed with the SEC or first mailed to the shareholders of the Company or at the time of the Company Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Company will cause the Proxy Statement to be mailed to the Company’s shareholders, except as promptly as reasonably practicable after the SEC confirms that it has no covenant is further comments on the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC with respect to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and with the Company considering in good faith such comments; provided, however, that the foregoing shall not apply with respect to statements made a Takeover Proposal, a Superior Proposal, a Company Adverse Recommendation Change or any matters relating thereto. Each of Parent and Merger Sub shall 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 it as may be required to be set forth in the Proxy Statement based on under applicable Law. Each of the Parent and Merger Sub agrees that such information supplied by it in writing by or on behalf of Parent specifically for inclusion (or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference reference) in the Proxy Statement willwill not, at on the date the Proxy Statement it is filed with the SEC or first mailed to the shareholders of the Company or and at the time of the Company Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If, at any time prior to the Effective Time, any information relating to Parent or Merger Sub or any of their respective Affiliates, officers or directors, should be discovered by Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent (or Merger Sub, as the case may be) shall promptly notify the Company so that it may file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such amendment or supplement to the shareholders of the Company. If, at any time prior to the Effective Time, any information relating to the Company or any of its respective Affiliates, officers or directors, should be discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and the Company shall file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such amendment or supplement to the shareholders of the Company. (cb) The Company shall, as promptly as reasonably practicable after the filing date of the preliminary mailing of the definitive Proxy Statement to the Company’s shareholders, in accordance with applicable Law, the SEC, establish a record date forCompany Charter Documents and the NYSE rules, duly call, give notice of, convene and hold a meeting of its shareholders to consider the approval of this Agreement and such other matters as may be then reasonably required (including any adjournment or postponement thereof, the “Company Shareholders Meeting”). The ; provided, however, that the Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to delay or postpone or adjourn convening the Company Shareholders Meeting if, but only if, (i) with the Company is unable to obtain a quorum consent of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicableParent, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation absence of proxies for purposes of obtaining the Shareholder Approvala quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company Company’s shareholders prior to the Shareholder Company Shareholders Meeting as necessary under applicable Law or (iv) to allow additional solicitation of votes in order to obtain the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Except if there has been a Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, Adverse Recommendation Change in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and5.3(d), in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes and secure the Company Shareholder Approval as promptly as practicable. (c) Subject to Section 5.3 and the right of the Company Shareholders Board to make a Company Adverse Recommendation Change pursuant thereto, unless and until there has been a Company Adverse Recommendation Change in favor of obtaining accordance with Section 5.3, the Shareholder ApprovalCompany shall include the Company Board Recommendation in the preliminary and definitive Proxy Statement. The Company agrees that, unless this Agreement has been terminated pursuant to Section 7.1, a Company Adverse Recommendation Change shall provide updates not relieve the Company of its obligation hereunder to Parent with respect submit this Agreement to the proxy solicitation for Company’s shareholders at the Company Shareholders Meeting (including interim results) as reasonably requested by ParentMeeting.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this AgreementAgreement and subject to applicable Law, the Company shall prepare the Proxy Statement in preliminary form and file it with the SEC SEC. Subject to Section 5.02, the preliminary Board of Directors of the Company shall make the Company Board Recommendation to the Company’s shareholders and shall include such recommendation in the Proxy Statement. Each of Parent shall provide to the Company and Parent shall furnish all information concerning such person to the other Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall correct any information provided by it for use in the Proxy Statement as promptly as reasonably practicable if and to the extent such information shall have become false or misleading in any material respect. The Company shall promptly notify Parent promptly upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide supply Parent with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the The Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC with respect to concerning the Proxy Statement and to resolve such comments with the Company SEC, and shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. Prior to the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the shareholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth shall consider in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedgood faith. (b) The Company agrees that the Proxy Statement will comply as Notwithstanding any Adverse Recommendation Change but subject to form in all material respects with the requirements of the Exchange Act Section 5.13(a) and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed applicable Law and to the shareholders of extent not prohibited by any Judgment, the Company or at the time of the Shareholders Meetingshall take all necessary actions in accordance with applicable Law, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect Charter Documents and the rules of NASDAQ to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, recess or postponement thereof, the “Shareholders Company Shareholders’ Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Company Shareholder Approval. Notwithstanding anything , as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement and, prior to the contrary termination of this Agreement in this Agreementaccordance with its terms, shall not submit any Takeover Proposal for approval by the Company will be permitted shareholders of the Company. Subject to postpone or adjourn the Shareholders Meeting ifSection 5.02, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Company Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, (iii) the Company Board has determined may, in good faith its sole discretion, adjourn, recess, or postpone the Company Shareholders’ Meeting (i) after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) Parent, to allow reasonable additional time for the filing or mailing of any supplemental supplement or amended disclosure amendment to the Proxy Statement that the Company has determined, after consultation with outside legal counsel, determined is reasonably likely to be required under applicable Law other than as a result of an action by the Company that is not otherwise permitted by the terms of ths Agreement and for such supplemental supplement or amended disclosure amendment to be disseminated and reviewed by stockholders the shareholders of the Company prior in advance of the Company Shareholders’ Meeting, (ii) to the Shareholder Meeting or (iv) the Company is extent required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; providedproceedings in connection with this Agreement or the Transactions, however, that in no event will (iii) if as of the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on time for which the Shareholders Company Shareholders’ Meeting was is originally scheduled (or was required to beas set forth in the Proxy Statement) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes insufficient Company Common Shares represented (either in person or by proxy at such meeting proxy) to adopt this Agreement constitute a quorum necessary to allow reasonable time conduct the business of the Company Shareholders’ Meeting or (iv) to solicit additional proxies if necessary for the solicitation of proxies for purposes purpose of obtaining the Company Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parent.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC the Proxy Statement in preliminary form. The Company shall use commercially reasonable efforts to mail or deliver the definitive Proxy Statement. Each of Statement to its shareholders entitled to vote at the Company and Shareholder Meeting as promptly as reasonably practicable following clearance from SEC. Parent shall furnish all information concerning such person itself, its Affiliates and the holders of its capital stock to the Company and provide such other assistance as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement Statement, and shall shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC. Each of the The Company and Parent shall use commercially reasonable best efforts to respond as promptly as practicable to any comments of from the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or filing any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement or responding to any comments of the SEC with respect thereto, the Company (i) shall cooperate and provide Parent an a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent), which approval comments the Company shall not be unreasonably withheld, conditioned or delayed. consider in good faith. (b) If, at any time prior to the Shareholders Meetingreceipt of the Company Shareholder Approval, any information relating to the CompanyCompany or Parent, Parent or any of their respective affiliatesAffiliates, officers or directors should be discovered by the Company or Parent which which, in the reasonable judgment of the Company or Parent, should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that the Proxy Statement shall any of such documents would not contain include any untrue statement misstatement 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 were made, not misleading, the party Party that discovers such information shall promptly notify the other parties Parties hereto, and an appropriate amendment or supplement describing such information the Company and Parent shall be filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, disseminated in disseminating the information contained in such amendment or supplement to the shareholders of the Company. Except Nothing in connection with an Adverse Recommendation Changethis Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). For purposes of Section 4.15, no amendment Section 5.5 and this Section 7.1, any information concerning or supplement related to the Proxy Statement Company, its Affiliates or the Company Shareholder Meeting will be made deemed to have been provided by the Company without the approval of Company, and any information concerning or related to Parent or its Affiliates will be deemed to have been provided by Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as As promptly as reasonably practicable after following the filing date that the Proxy Statement is cleared by the SEC, the Company shall, in accordance with applicable Law, the rules of the preliminary Proxy Statement with NYSE and the SECCompany Declaration and the Company Bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders the Company Shareholder Meeting; provided, that such record date shall not be more than ninety (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement 90) days prior to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders established date of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of ParentMeeting. The Company shall, at through the instruction of ParentCompany Board, postpone or adjourn recommend to its shareholders that they provide the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Company Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of include such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation recommendation in the Proxy Statement and (B) solicit and use its commercially reasonable efforts to obtain the Company Shareholder Approval, except to the extent that the Company Board shall have made a Company Adverse Recommendation Change as permitted by Section 7.3. Notwithstanding the foregoing provisions of this Section 7.1(c), if, on a date for which the Company Shareholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of Company Common Shares to obtain the Company Shareholder Approval, whether or not a quorum is present, the Company shall use its reasonable best efforts have the right to solicit votes make one or more successive postponements or adjournments of the Company Shareholders Shareholder Meeting (solely for the purpose of and for the times reasonably necessary to solicit additional proxies and votes in favor of obtaining the Mergers and the other transactions contemplated hereby); provided, that the Company Shareholder Approval. The Company shall provide updates Meeting is not postponed or adjourned to Parent with respect a date that is less than three (3) Business Days prior to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentOutside Date.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As If the adoption of this Agreement by the shareholders of the Company is required by applicable law, as promptly as reasonably practicable following the date of this AgreementOffer Closing, the Company and Parent shall prepare and the Company shall file with the SEC the preliminary Proxy Statement. Each Statement and the Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the shareholders of the Company and as promptly as practicable after such filing. Parent shall furnish to the Company all information concerning such person to Parent or Sub as the other as Company may be reasonably requested request in connection with the preparation, filing and distribution mailing of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC and the staff of the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC hand with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, response and (ii) shall give reasonable and good faith consideration to include in such document or response all comments reasonably proposed by Parent; provided that Parent and (iii) shall not file use commercially reasonable efforts to provide or mail such document, or respond cause to be provided its comments to the SEC, prior Company as promptly as reasonably practicable after such document or response is transmitted to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedParent for its review. If, If at any time prior to the Shareholders MeetingEffective Time, any information relating to the CompanyCompany or Parent, Parent or any of their respective affiliatesAffiliates, officers directors or directors officers, should be discovered by the Company or Parent which that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall such document would not contain include any untrue statement misstatement 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 were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Lawlaw, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that If the Proxy Statement will comply as to form in all material respects with the requirements adoption of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made this Agreement by the Company with respect to statements made in Company’s shareholders is required by applicable law, the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly soon as reasonably practicable after following the filing Offer Closing (or, with respect to calling, giving notice of, convening and holding a meeting of its shareholders, as soon as reasonably practicable following the expiration of the preliminary Proxy Statement with time period contemplated by Rule 14a-6(a) under the Exchange Act or the resolution of any comments from the SEC), establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Shareholders’ Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) solely for the purpose of obtaining the Shareholder Approval. Notwithstanding anything Subject to the contrary in this AgreementSection 5.02(b), the Company will be permitted shall, through its Board of Directors, recommend to postpone or adjourn its shareholders adoption of this Agreement and shall include such recommendation in the Shareholders Meeting ifProxy Statement. Notwithstanding the foregoing, but only ifif following the Offer and any subsequent offering period and the exercise, (i) if any, of the Top-Up Option, Parent and its Subsidiaries shall own at least 90% of the outstanding shares of the Company is unable to obtain a quorum of its shareholders at such timeCommon Stock, to the extent (parties hereto shall take all necessary and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicableappropriate action, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC including with respect to the Proxy Statement or (B) transfer to allow reasonable additional time for the filing or mailing Sub of any supplemental shares of Company Common Stock held by Parent or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent Subsidiary of Parent, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Shareholders’ Meeting in accordance with Section 302A.621 of the MBCA. (yc) with respect At the Shareholders’ Meeting, if any, Parent agrees to Section 5.01(c)(iii), cause all shares of Company Common Stock acquired pursuant to the Offer and all other shares of Company Common Stock owned by more than ten (10) Business Days, Parent or such other amount any Subsidiary of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders voted in favor of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will Parent also agrees to cause all shares of Company Common Stock acquired pursuant to the record date Offer, and any other shares of the Shareholders Meeting be changed without Company Common Stock owned by Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned Sub or delayed); providedany Subsidiary of Parent, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders voted in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested adoption of this Agreement if required by Parentapplicable law.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company shall prepare and, no later than November 14, 2014 or such other later date as mutually agreed upon by the Company and Parent, file with the SEC a proxy statement in preliminary form relating to the Company Shareholders Meeting (the “Proxy Statement”). The Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and shall use its reasonable best efforts to cause the Proxy Statement to be mailed to shareholders of the Company as soon as reasonably practicable (and in any event within five (5) Business Days) after (i) if the Company does not receive comments from the SEC with respect to the preliminary Proxy Statement and does not reasonably believe that it will receive comments, the eleventh calendar day immediately following the date of filing of the preliminary Proxy Statement with the SEC and (ii) if the Company does receive comments from the SEC with respect to the preliminary Proxy Statement, clearance by the SEC with respect to such comments. Each of Parent and Merger Sub shall cooperate with the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement, including furnishing to the Company any and all information regarding Parent and Merger Sub and their respective Affiliates as may be required to be disclosed therein as promptly as possible after the date hereof. The Company parties shall notify each other promptly notify Parent upon of the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply each other with copies of all correspondence between it and such or any of its representatives, on the one hand, and the SECSEC or its staff, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC , with respect to the Proxy Statement and or the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedMerger. (b) The Company agrees that the Proxy Statement will comply and Parent each agrees, as to form in all material respects with the requirements of the Exchange Act itself and its respective Subsidiaries, that none of the information included supplied or incorporated to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement or any amendment or supplement thereto will, at the date the Proxy Statement is filed with the SEC or mailed of mailing to the shareholders of the Company or and at the time of the Shareholders Meeting, or at meeting of shareholders of the time of any amendment or supplement thereofCompany to be held in connection with the Merger, 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 were made, not misleading. If, except that no covenant is made by at any time prior to receipt of the Company Shareholder Approval, any event occurs with respect to statements made the Company, any of its Subsidiaries, Parent or Merger Sub, or any change occurs with respect to other information to be included in the Proxy Statement based on information supplied Statement, which is required to be described in writing an amendment of, or a supplement to, the Proxy Statement, the Company or Parent, as the case may be, shall promptly notify the other party of such event and the Company shall promptly file, with Parent’s cooperation, any necessary amendment or supplement to the Proxy Statement. The Company will also advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. (c) Notwithstanding the foregoing, prior to filing or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in mailing the Proxy Statement will, at the date the Proxy Statement is filed with the SEC (or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain thereto) or responding to 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 comments of the circumstances under which they are madeSEC with respect thereto, not misleadingthe Company shall (i) provide Parent an opportunity to review and comment on such document or response and (ii) include in such document or response all comments reasonably proposed by Parent. (cd) The Company shall, as promptly soon as reasonably practicable after following the filing clearance of the preliminary Proxy Statement with by the SEC, establish a record date for, and as soon as reasonably practicable duly call, give notice of, convene and hold a meeting of its shareholders the holders of Shares (the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining seeking the Company Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Company Shareholders Meeting shall state that a resolution proposal to adopt approve this Agreement will be considered at the Company Shareholders Meeting. Except to So long as the extent Company Board shall not have effected an Adverse Recommendation Change expressly permitted by in accordance with Section 4.02(c) or Section 4.02(d) has been effected5.3(e), (Ax) the Company Board shall recommend to holders of Shares that they approve this Agreement and shall include such recommendation and the Company Board Recommendation Determination in the Proxy Statement and (By) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates not include in the Proxy Statement any proposal to Parent with respect to vote upon or consider any Acquisition Proposal (other than the proxy solicitation for Merger). The Company shall not postpone or adjourn the Company Shareholders Meeting (including interim results) as reasonably requested by without the prior written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of Parent shall provide to the Company and Parent shall furnish all information concerning such person to the other Parent and Sub as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and resolution of comments referred to below. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Each of the The Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the shareholders of the Company Shareholders as promptly as reasonably practicable after following the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statementof this Agreement. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an a reasonable opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after following the filing date of this Agreement and the date on which the Proxy Statement is cleared by the SEC for mailing in definitive form to shareholders of the preliminary Proxy Statement with the SEC, establish a record date forCompany, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Shareholders’ Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Shareholder Approval. Notwithstanding anything Subject to the contrary ability of the Company Board to make an Adverse Recommendation Change pursuant to Section 4.02(b), the Company shall, through the Company Board, recommend to its shareholders the approval of this Agreement and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, Company’s obligations pursuant to the extent (and only to the extentfirst sentence of this Section 5.01(b) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed); provided, however, that communication to the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental any Takeover Proposal or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentChange.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC (and Buyer shall cooperate and participate in the 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 connection with the preparation, filing and distribution of preparation of) the Proxy Statement. The Company shall use its commercially reasonable efforts to have the Proxy Statement “cleared” by the SEC’s staff for mailing in connection with the Company Shareholders Meeting as promptly as reasonably practicable after such filing. As promptly as reasonably practicable after the Proxy Statement is cleared by the SEC, the Company shall cause the Proxy Statement (in definitive form) to be mailed to the holders of the Units. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company, or with respect to other information regarding the Company in the Proxy Statement or (ii) any event with respect to Buyer, or with respect to information supplied by Buyer 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 Proxy Statement, such event promptly shall be so described by the Company to Buyer or by Buyer to the Company, as the case may be, and such amendment or supplement shall be promptly filed by the Company with the SEC and, as required by law, disseminated to the holders of the Units. (c) The Company shall promptly notify Parent upon Buyer of the receipt of any comments from the SEC or its staff or any request from other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the Proxy Statement filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information, and shall provide Parent supply Buyer with copies of all correspondence between it and the Company or any of its representatives, on the one hand, and the SECSEC or its staff or any other appropriate government official, on the other hand, with respect thereto. Each of the The Company and Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that receipt thereof. Buyer shall cooperate with the Company may commence mailing and provide to the Company all information about Buyer necessary to prepare the Proxy Statement. Notwithstanding the foregoing, prior . (d) Subject to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretoSection 5.4, the Company (i) shall provide Parent an opportunity to review and comment on such document or responseshall, (ii) shall give reasonable and good faith consideration to all comments as promptly as reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date practicable after the Proxy Statement is filed cleared by the SEC, duly call, give notice of, convene and hold the Company Shareholders Meeting in accordance with the SEC or mailed VSCA, DGCL, its Articles of Incorporation and its By-laws, as applicable. Subject to Section 5.4, the Company shall solicit proxies from the holders of the Shares in favor of approval of this Agreement and shall take all other lawful action reasonably practicable to obtain the Company Shareholder Approval. (e) The Proxy Statement shall include the recommendation of the Board of Directors of the Company to the shareholders of the Company or at the time that they vote in favor of the Shareholders MeetingMerger, or this Agreement and the other transactions contemplated hereby, subject to Section 5.4. (f) Neither the Proxy Statement nor any other documents to be filed with the SEC by Company in connection with the Contemplated Transactions will, as of the date filed with the SEC and at the time of any amendment or supplement thereofall relevant times under Applicable Law, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect . All other documents to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is be filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, the Contemplated Transactions that are filed by Company will comply as to form in no event will all material respects with the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent requirements of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentApplicable Law.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, but in any event within sixty (60) days, the Company shall prepare and file with the SEC the 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 connection cooperate with the preparationCompany in the preparation of the foregoing. The Company, filing with Parent’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and distribution of resolve all comments received from the SEC or its staff concerning the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC agrees that (i) except with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed any information supplied in writing to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, US Parent or any of their respective affiliates, officers Merger Sub for inclusion or directors should be discovered incorporation by the Company or Parent which should be set forth reference in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and that the rules and regulations thereunder and (ii) none of the information included supplied or incorporated to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement will, at on the date the Proxy Statement it is filed with the SEC or first mailed to the shareholders of the Company or and at the time of the Company Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Company will cause the definitive Proxy Statement to be mailed to the Company’s shareholders, except as promptly as reasonably practicable after the SEC confirms that it has no covenant is further comments on the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC with respect to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon; provided, however, that the foregoing shall not apply with respect to statements made a Takeover Proposal, a Superior Proposal, a Company Adverse Recommendation Change or any matters relating thereto. Each of Parent, US Parent and Merger Sub shall 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 it as may be required to be set forth in the Proxy Statement based on under applicable Law. Each of the Parent, US Parent and ▇▇▇▇▇▇ Sub agrees that such information supplied by it in writing by or on behalf of Parent specifically for inclusion (or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference reference) in the Proxy Statement willwill not, at on the date the Proxy Statement it is filed with the SEC or first mailed to the shareholders of the Company or and at the time of the Company Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If, at any time prior to the Effective Time, any information relating to Parent, US Parent or Merger Sub or any of their respective Affiliates, officers or directors, should be discovered by Parent, US Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent (or US Parent or Merger Sub, as the case may be) shall promptly notify the Company so that the Company may file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such amendment or supplement to the shareholders of the Company. If, at any time prior to the Effective Time, any information relating to the Company or any of its respective Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and the Company shall file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such amendment or supplement to the shareholders of the Company. (cb) The Company shall, as promptly as reasonably practicable after the filing date of the preliminary mailing of the definitive Proxy Statement to the Company’s shareholders, in accordance with applicable Law, the SEC, establish a record date forCompany Charter Documents and the NYSE rules, duly call, give notice of, convene and hold a meeting of its shareholders to consider the approval of this Agreement and the plan of merger set forth herein and such other matters as may then be reasonably required (including any adjournment or postponement thereof, the “Company Shareholders Meeting”). The ; provided, however, that the Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to delay or postpone or adjourn convening the Company Shareholders Meeting if, but only if, (i) with the Company is unable to obtain a quorum consent of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicableParent, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation absence of proxies for purposes of obtaining the Shareholder Approvala quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company Company’s shareholders prior to the Shareholder Company Shareholders Meeting as necessary under applicable Law or (iv) to allow additional solicitation of votes in order to obtain the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Except if there has been a Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, Adverse Recommendation Change in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and5.3(d), in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of and secure the Company Shareholders in favor of obtaining the Shareholder Approval. The . (c) Unless and until there has been a Company Adverse Recommendation Change in accordance with Section 5.3, the Company shall provide updates to Parent with respect to include the proxy solicitation for Company Board Recommendation in the Shareholders Meeting (including interim results) as reasonably requested by ParentProxy Statement.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company and Parent shall prepare and the Company shall file with the SEC the preliminary Proxy Statement. Each The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders of the Company and as promptly as practicable. Parent shall furnish to the Company all information concerning such person to the other as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC No filing of, or its staff amendment or any request from the SEC or its staff for amendments or supplements to supplement to, the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of will made by the Company and without providing Parent shall use a reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedthereon. If, If at any time prior to the Shareholders Meeting, Effective Time any information relating to the CompanyCompany or Parent, Parent or any of their respective affiliatesAffiliates, officers directors or directors officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall such document would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto, hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment The parties shall notify each other promptly of the receipt of any comments from the SEC or supplement the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement will be made by or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the Company without one hand, and the approval SEC or the staff of Parentthe SEC, which approval on the other hand, with respect to the Proxy Statement or the Merger. The Proxy Statement shall not be unreasonably withheld, conditioned or delayedcontain a copy of the Citigroup Fairness Opinion. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement willshall use its reasonable best efforts to, at within 120 days following the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SECthis Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Shareholders’ Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) solely for the purpose of obtaining the Shareholder Approval. Notwithstanding anything Approval and such other matters as may be agreed to by the Company and the Parent, provided that such date may be extended to the contrary extent necessary to permit the Company to file and distribute any material amendment to the Proxy Statement as is required by applicable law. Subject to Section 4.02, the Company shall, through its Board of Directors, recommend to its shareholders approval of this Agreement and the Merger and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, Company’s obligations pursuant to the extent (and only to the extentfirst sentence of this Section 5.01(b) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed); provided, however, that communication to the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that any Takeover Proposal (1) supplemental whether or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as not a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentSuperior Proposal).

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the 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 connection cooperate with the preparationCompany with the preparation of the foregoing. The Company, filing with Parent’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and distribution of resolve all comments received from the SEC or its staff concerning the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC agrees that (i) except with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed any information supplied in writing to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, Merger Sub for inclusion or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered incorporation by the Company or Parent which should be set forth reference in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and that the rules and regulations thereunder and (ii) none of the information included supplied or incorporated to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement will, at on the date the Proxy Statement it is filed with the SEC or first mailed to the shareholders of the Company or at the time of the Company Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Company will cause the Proxy Statement to be mailed to the Company’s shareholders, except as promptly as reasonably practicable after the SEC confirms that it has no covenant is further comments on the Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC with respect to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and with the Company considering in good faith such comments; provided, however, that the foregoing shall not apply with respect to statements made a Takeover Proposal, a Superior Proposal, a Company Adverse Recommendation Change or any matters relating thereto. Each of Parent and Merger Sub shall 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 it as may be required to be set forth in the Proxy Statement based on under applicable Law. Each of the Parent and Merger Sub agrees that such information supplied by it in writing by or on behalf of Parent specifically for inclusion (or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference reference) in the Proxy Statement willwill not, at on the date the Proxy Statement it is filed with the SEC or first mailed to the shareholders of the Company or and at the time of the Company Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If, at any time prior to the Effective Time, any information relating to Parent or Merger Sub or any of their respective Affiliates, officers or directors, should be discovered by Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent (or Merger Sub, as the case may be) shall promptly notify the Company so that it may file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such amendment or supplement to the shareholders of the Company. If, at any time prior to the Effective Time, any information relating to the Company or any of its respective Affiliates, officers or directors, should be discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and the Company shall file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such amendment or supplement to the shareholders of the Company. (cb) The Company shall, as promptly as reasonably practicable after the filing date of the preliminary mailing of the definitive Proxy Statement to the Company’s shareholders, in accordance with applicable Law, the SEC, establish a record date forCompany Charter Documents and the NYSE rules, duly call, give notice of, convene and hold a meeting of its shareholders to consider the approval of this Agreement and such other matters as may be then reasonably required (including any adjournment or postponement thereof, the “Company Shareholders Meeting”). The ; provided, however, that the Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to delay or postpone or adjourn convening the Company Shareholders Meeting if, but only if, Meeting (i) with the Company is unable to obtain a quorum consent of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicableParent, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation absence of proxies for purposes of obtaining the Shareholder Approvala quorum, (iii) to allow reasonable additional time for any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company Company’s shareholders prior to the Shareholder Company Shareholders Meeting as necessary under applicable Law or (iv) to allow additional solicitation of votes in order to obtain the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Except if there has been a Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, Adverse Recommendation Change in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and5.3(d), in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes and secure the Company Shareholder Approval as promptly as practicable. (c) Subject to Section 5.3 and the right of the Company Shareholders Board to make a Company Adverse Recommendation Change pursuant thereto, unless and until there has been a Company Adverse Recommendation Change in favor of obtaining accordance with Section 5.3, the Shareholder ApprovalCompany shall include the Company Board Recommendation in the preliminary and definitive Proxy Statement. The Company agrees that, unless this Agreement has been terminated pursuant to Section 7.1, a Company Adverse Recommendation Change shall provide updates not relieve the Company of its obligation hereunder to Parent with respect submit this Agreement to the proxy solicitation for Company’s shareholders at the Company Shareholders Meeting (including interim results) as reasonably requested by ParentMeeting.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement (and in any event within twenty days after the date of this Agreement), the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each Unless a Company Adverse Recommendation Change (as defined in Section 5.3(d)) shall have occurred prior to the mailing of the Proxy Statement to the Company’s shareholders, the Company shall include in the Proxy Statement the unanimous recommendation of the Board of Directors that the shareholders of the Company vote in favor of the adoption of this Agreement and Parent shall furnish all information concerning such person the written opinion of Deutsche Bank, dated as of the date hereof, to the effect set forth in Section 3.16. Parent, Merger Sub and the Company will cooperate and consult with each other as may in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be reasonably requested set forth in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall use its reasonable best efforts to resolve, in consultation with Parent, all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement to be mailed to the Company’s shareholders as soon as practicable after the Proxy Statement is cleared by the SEC. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable (i) notify Parent upon and Merger Sub of the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements with respect to the Proxy Statement and shall any request by the SEC for any amendment to the Proxy Statement or for additional information and (ii) provide Parent with copies of all written correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC , with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no No amendment or supplement to the Proxy Statement will be made by the Company without the approval of consultation with Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply As soon as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at reasonably practicable following the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made cleared by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date forthe Company, acting through its Board of Directors, shall duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of adopting this Agreement (the “Company Shareholders Meeting”), which meeting shall be held on a date no later than the date that is thirty business days following the date the Proxy Statement is first mailed to the Company’s shareholders. The Company shall cause take all action necessary in accordance with applicable Law, the Company’s articles of organization and the Company’s by-laws to duly call, give notice of and convene the Company Shareholders Meeting Meeting, and shall not postpone or adjourn such meeting except to be held as promptly as reasonably practicable following the date extent required by applicable Law. Unless the Board of mailing Directors of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary has made a Company Adverse Recommendation Change or has entered into a Company Acquisition Agreement (as defined in Section 5.3(d)) as permitted by this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes from holders of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting proxies in favor of obtaining adoption of this Agreement and to secure the Shareholder Approval. The Company shall provide updates vote or consent of such holders required by the MBCA or this Agreement to Parent with respect to effect the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentMerger.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly If the approval of this Agreement by the Company's shareholders is required by Law, as soon as reasonably practicable following the date expiration and consummation of this Agreementthe Offer, the Company shall and Parent shall, at Parent's request, prepare and file with the SEC the Proxy Statement in preliminary Proxy Statement. Each form, and each of the Company and Parent shall furnish all information concerning such person use its reasonable best efforts to the other respond as may be promptly as reasonably requested in connection with the preparation, filing and distribution practicable to any comments of the Proxy StatementSEC with respect thereto. The Company shall promptly notify Parent upon promptly of the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide supply Parent with copies of all correspondence between it and the Company or any of its representatives, on the one hand, and the SECSEC or its staff, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC , with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, If at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any receipt of their respective affiliates, officers or directors should be discovered by the Company or Parent which Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement Company shall as promptly as reasonably practicable prepare and mail to its shareholders such an amendment or supplement. The Company shall not contain mail any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders MeetingStatement, or at the time of any amendment or supplement thereofthereto, contain any untrue statement of a material fact or omit to state any material fact required which Parent reasonably objects. Subject to be stated therein or necessary in order to make the statements thereinforegoing, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect shall use its reasonable best efforts to statements made in cause the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or to be mailed to the Company's shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC. (b) If the approval of this Agreement by the Company's shareholders is required by Law, establish a record date forat Parent's request, as soon as reasonably practicable following the expiration and consummation of the Offer, the Company shall duly call, give notice of, convene and hold a meeting of its shareholders (the “"Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ") for the purpose of obtaining seeking the Company Shareholder Approval. Notwithstanding anything to the contrary in this Agreementforegoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum outstanding shares of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders each series of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; providedCapital Stock, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction request of Parent, postpone or adjourn take all necessary and appropriate action to cause the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting Merger to adopt this Agreement to allow reasonable time for become effective as soon as reasonably practicable after the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date expiration and consummation of the Shareholders Meeting be changed Offer without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the a shareholders meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date Sections 450.1711 and 450.1735 of the subsequent meeting. The notice of such Shareholders Meeting MBCA. (c) Parent shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes cause all shares of the Company Shareholders Common Stock purchased pursuant to the Offer and all other shares of the Company Common Stock owned by Parent, Sub or any other subsidiary of Parent to be voted in favor of obtaining this Agreement and the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentTransactions.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date expiration of this Agreementthe Inspection Period, the Company shall prepare and file with the SEC (and Buyer shall cooperate and participate in the 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 connection with the preparation, filing and distribution of preparation of) the Proxy Statement. The Company shall use its commercially reasonable efforts to have the Proxy Statement “cleared” by the SEC’s staff for mailing in connection with the Company Shareholders Meeting as promptly as reasonably practicable after such filing. As promptly as reasonably practicable after the Proxy Statement is cleared by the SEC, the Company shall cause the Proxy Statement (in definitive form) to be mailed to the holders of the Units and Series C Convertible Shares. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company, or with respect to other information regarding the Company in the Proxy Statement or (ii) any event with respect to Buyer, or with respect to information supplied by Buyer 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 Proxy Statement, such event promptly shall be so described by the Company to Buyer or by Buyer to the Company, as the case may be, and such amendment or supplement shall be promptly filed by the Company with the SEC and, as required by law, disseminated to the holders of the Units and the Series C Convertible Shares. (c) The Company shall promptly notify Parent upon Buyer of the receipt of any comments from the SEC or its staff or any request from other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the Proxy Statement filings with the SEC in connection with the Merger and the other transactions contemplated hereby or for additional information, and shall provide Parent supply Buyer with copies of all correspondence between it and the Company or any of its representatives, on the one hand, and the SECSEC or its staff or any other appropriate government official, on the other hand, with respect thereto. Each of the The Company and Parent shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that receipt thereof. Buyer shall cooperate with the Company may commence mailing and provide to the Company all information about Buyer reasonably necessary to prepare the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (bd) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed Subject to the shareholders last paragraph of Section 5.4 and Section 7.1, the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with is cleared by the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting the Company Shareholders Meeting in accordance with the VSCA, the Company Articles of its shareholders (Incorporation and Company By-laws, as applicable. Subject to the “Shareholders Meeting”). The last paragraph of Section 5.4 and Section 7.1, the Company shall cause solicit proxies from the Shareholders Meeting holders of the Units and Series C Convertible Shares in favor of approval of this Agreement and shall take all other lawful action reasonably necessary and reasonably desirable to be held obtain the Company Shareholder Approval as promptly as reasonably practicable following the date of mailing of after the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made cleared by the SEC with respect to the SEC. (e) The Proxy Statement or (B) to allow reasonable additional time for shall include the filing or mailing recommendation of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders Board of Directors of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders shareholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders they vote in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect Merger, this Agreement and the other transactions contemplated hereby, subject to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parentlast paragraph of Section 5.4 and Section 7.1.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC a proxy statement in preliminary form (the preliminary “Proxy Statement. Each of ”) and the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Parent and MergerCo shall cooperate with the Company in connection with the preparation of the Proxy Statement, including, but not limited to, furnishing to the Company any and all information regarding Parent and MergerCo and their respective affiliates as may be required to be disclosed therein as promptly as possible after the date hereof. The Company shall notify Parent and MergerCo promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply each other with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Company shall cause SEC or its staff, on the definitive Proxy Statement other hand, with respect to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement or the Merger. (or any amendment or supplement theretob) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to receipt of the Shareholders MeetingCompany Shareholder Approval, any information relating event occurs with respect to the Company, Parent Company or any of their respective affiliatesCompany Subsidiary, officers or directors should be discovered any change occurs with respect to other information supplied by the Company or Parent for inclusion in the Proxy Statement which should is required to be set forth described in an amendment of, or a supplement to, the Proxy Statement, the parties shall notify each other promptly of such event, and the Company shall promptly file with the SEC any necessary amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact and, as required to be stated therein or necessary in order to make the statements thereinby law, in light of disseminating the circumstances under which they are made, not misleading, the party that discovers information contained in such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingCompany’s shareholders. (c) The Company shall, as promptly soon as reasonably practicable after following the filing date of the preliminary Proxy Statement with the SEC, establish a record date forthis Agreement, duly call, give notice of, convene and hold a meeting of its shareholders holders of Company Common Shares (the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining seeking the Company Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the The Company shall use its reasonable best efforts to obtain such a quorum cause the Proxy Statement to be mailed to the holders of Company’s shareholders entitled to vote at the Company Shareholders Meeting as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days practicable after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parentthis Agreement. The Company shall, at through the instruction Company Board, recommend to its holders of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt Company Common Shares that they approve this Agreement to allow reasonable time for and the solicitation of proxies for purposes of obtaining Merger (the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld“Company Recommendation”), conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) that the Company Board shall include have withdrawn, qualified or modified its approval or recommendation of this Agreement or the Company Board Recommendation Merger in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent compliance with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentSection 6.5(b).

Preparation of the Proxy Statement; Shareholders Meeting. (a) Subject to Section 5.3(b), the Company shall take all actions in accordance with applicable Law, the Company Charter Documents and the rules of the New York Stock Exchange to duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, recess or postponement thereof, the “Company Shareholders Meeting”) for the purpose of obtaining the Shareholder Approvals, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. Subject to Section 5.2, the Company shall use its reasonable best efforts to obtain the Company Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may, in its sole discretion, adjourn, recess or postpone the Company Shareholders Meeting (i) after consultation with Parent, and with Parent’s consent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of the Company within a reasonable amount of time in advance of the Company Shareholders Meeting or (ii) if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting. (b) As promptly as reasonably practicable following after the date execution of this AgreementAgreement (and in any event by January 18, 2011), the Company shall prepare the Proxy Statement and file it with the SEC the preliminary Proxy Statement. Each of and the Company and Parent shall furnish all information concerning such person to the cooperate with each other as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statementforegoing. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Proxy Statement and shall cause the Proxy Statement to be mailed to its shareholders as promptly as reasonably practicable after the resolution of any such comments; provided that the Company shall be under no obligation to mail the Proxy Statement to its shareholders prior to the No-Shop Period Start Date. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request from by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall provide supply Parent with copies of all correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC , with respect to the Proxy Statement Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall cooperate with the Company shall cause in connection with the definitive preparation and filing of the Proxy Statement to be mailed Statement, including promptly furnishing to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon in writing upon request any and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should it as may be discovered by the Company or Parent which should required to be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement under applicable Law. Parent shall not ensure that such information supplied by it in writing for inclusion (or incorporation by reference) in the Proxy Statement will not, on the date it is first mailed to shareholders of the Company and at the time of the Company Shareholders 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 the light of the circumstances under which they are made, not misleading. Notwithstanding anything to the contrary stated above, prior to filing or mailing the party that discovers such information shall promptly notify the Proxy Statement or filing any other parties heretorequired filings (or, and an appropriate in each case, any amendment or supplement describing such information shall be filed with thereto) or responding to any comments of the SEC andwith respect thereto, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned provide Parent with a reasonable opportunity to review and comment on such document or delayed. (b) response and shall include in such document or response comments reasonably proposed by Parent in good faith. The Company agrees shall ensure that the Proxy Statement (i) will comply as not, with respect to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement willStatement, at on the date the Proxy Statement it is filed with the SEC or first mailed to the shareholders of the Company or and at the time of the Company Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, except that no covenant is made by the Company assumes no responsibility with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically or Merger Sub for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at Statement. In the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) event that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction file any other transaction statement or information statement pursuant to SEC rules in connection with the Merger Transactions (excluding current reports filed on Form 8-K and additional proxy materials filed on Schedule 14-A) (any Transaction Litigation; providedsuch other transaction statement or information statement, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(iian “Other Filing”), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent provisions of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution 5.3 relating to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts apply to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parentsuch Other Filing mutatis mutandis.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, but in no event later than twenty-five (25) calendar days after the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of date hereof, the Company and Parent shall furnish all information concerning prepare, and the Company shall file with the SEC, the Proxy Statement, and the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC and its staff with respect thereto or the Transactions (whether written or oral) and to resolve such person comments with the SEC and its staff and, to the other as may be reasonably requested in connection with the preparationextent permitted by applicable Law, filing and distribution to commence mailing of the Proxy StatementStatement to the shareholders of the Company as promptly as practicable (but in no event prior to the clearance of the Proxy Statement by the SEC) after responding to all such comments to the satisfaction of the SEC and its staff. The Company shall promptly notify Parent and its legal counsel upon the receipt of any such comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement Statement, and shall provide Parent and its legal counsel with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SECSEC and its staff, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an and its legal counsel a reasonable opportunity to review and comment on such document or response, (ii) provide Parent and its counsel a reasonable opportunity to advise in connection with any discussions or meetings with the SEC and (iii) shall give reasonable and good faith consideration to include in such document or response all comments reasonably proposed by Parent that both (x) comply with applicable Law, including Rule 14a-9 promulgated under the Exchange Act, and (iiiy) are commercially reasonable under the circumstances; provided that Parent shall not file use reasonable best efforts to provide or mail such document, or respond cause to be provided its comments to the SECCompany as promptly as reasonably practicable after such document or response is transmitted to Parent for its review. (b) Parent and the Company shall each cooperate in the preparation of the Proxy Statement and any amendment or supplement thereto. Without limiting the generality of the foregoing, prior to receiving the approval each of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliatesand Merger Sub, officers or directors should be discovered as the case may be, shall promptly furnish to the Company in writing the information relating to them required by the Company or Parent which should Exchange Act to be set forth in an amendment or supplement to the Proxy Statement, so . The Company shall (i) use reasonable best efforts to ensure that the Proxy Statement shall will not on the date it is first mailed to shareholders of the Company contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (bii) The Company agrees ensure that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or not at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, Shareholders’ 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 misleadingmisleading and (iii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement shall include all information and comments reasonably proposed by Parent to be included therein that both (x) comply with applicable Law, except that no covenant is made by including Rule 14a-9 promulgated under the Exchange Act, and (y) are commercially reasonable under the circumstances. Each of the Company with respect to statements made and Parent shall promptly correct any information provided by it for use in the Proxy Statement based on if and to the extent such party becomes aware that such information shall have become false or misleading in any material respect. The Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent specifically or Merger Sub for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement willStatement. If, at any time prior to receipt of the Shareholder Approval, any event occurs with respect to the Company, any of its Subsidiaries, Parent or Merger Sub, or any change occurs with respect to other information to be included in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company or Parent, as the case may be, shall promptly notify the other party of such event and the Company shall promptly file, following compliance with Section 5.01(a), any necessary amendment or supplement to the Proxy Statement, and thereafter promptly prepare and disseminate amended or supplemented proxy materials (and, if required in connection therewith, re-solicit proxies). (c) Unless this Agreement has been terminated pursuant to Section 7.01, the Company shall, as soon as practicable, but in no event later than five (5) days after the later of (i) the date the Proxy Statement is filed with has been cleared by the SEC or mailed and its staff for mailing to the shareholders of the Company, and (ii) the record date for such meeting (which shall be set on such date as Parent and the Company or at shall mutually agree, and if they are unable to agree, no later than forty-five (45) days following the time date hereof, subject to compliance with applicable Law and stock exchange requirements), take all necessary actions in accordance with applicable Laws, the certificate of incorporation and bylaws of the Shareholders Meeting, or at Company and the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light rules of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, New York Stock Exchange to duly call, give notice of, convene and hold a meeting of its the shareholders of the Company (including any adjournment or postponement thereof, the “Shareholders Shareholders’ Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting Approval to adopt this Agreement to allow reasonable time for and approve the solicitation of proxies for purposes of obtaining the Shareholder ApprovalMerger, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determinedeach case, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law duly called and held for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigationpurpose; provided, however, that in no event will for the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii)avoidance of doubt, by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv)may recess, by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parentreconvene, postpone or adjourn the Shareholders Shareholders’ Meeting only (i) with the consent of Parent or (ii) if as of the time for which the Shareholders’ Meeting is scheduled (as originally set forth in the Proxy Statement, or as subsequently communicated to the shareholders in connection with any postponement) there are not sufficient affirmative votes insufficient shares of Common Stock present (either in person or by proxy at such meeting proxy) to adopt this Agreement constitute a quorum necessary to allow reasonable time for conduct the solicitation business of proxies for purposes of obtaining the Shareholders’ Meeting. “Shareholder Approval. In no event will ” is obtained at the record date Shareholders’ Meeting if at least seventy percent (70%) of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date outstanding shares of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required Common Stock entitled to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders vote thereon vote in favor of obtaining adopting the Shareholder Approval. The Company shall provide updates to Parent with respect to Agreement and approving the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentMerger.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreementhereof, (i) the Company shall prepare and file with the SEC SEC, and Parent and Merger Sub shall cooperate with the Company in such preparation and filing of, a preliminary Proxy Statement. Each of Statement relating to the Company Shareholders Meeting, and (ii) the Company and Parent shall jointly prepare and file with the SEC a Rule 13E-3 transaction statement on Schedule 13E-3 (the “Schedule 13E-3”). Without limiting the generality of the foregoing, each of Parent and Merger Sub will promptly furnish all information concerning such person to the other as may Company the information relating to it that is required by the Exchange Act and the rules and regulations promulgated thereunder to be reasonably requested set forth in the Proxy Statement, that is customarily included in proxy statements or on a Schedule 13E-3 prepared in connection with the preparation, filing and distribution transactions of the Proxy Statementtype contemplated by this Agreement or that is reasonably requested by the Company. The Company parties shall promptly (A) notify Parent upon each other of the receipt of any comments (or any requests for amendment or additional information) from the SEC or its staff or any request from the SEC or its staff for amendments or supplements with respect to the preliminary Proxy Statement or the Schedule 13E-3, and shall (B) provide Parent each other with copies of all correspondence between it the Company and its representativesRepresentatives or Parent, Merger Sub and their Representatives, on the one hand, and the SECSEC and its staff, on the other hand, to the extent such correspondence relates to the Merger, the preliminary Proxy Statement or the Schedule 13E-3. Each of The Company shall use reasonable best efforts to promptly respond (after consultation with Parent) to any comments or requests for additional information from the SEC with respect to the preliminary Proxy Statement, and the Company and Parent shall use reasonable best efforts to promptly (and jointly) respond as promptly as practicable to any comments of or requests for additional information made by the SEC with respect to the Schedule 13E-3. Parent and Merger Sub shall promptly provide the Company with such information as may be required to respond to any comment of the SEC. The Company shall use its reasonable best efforts to (i) have the preliminary Proxy Statement cleared by the SEC as promptly as practicable after such filing and the Company shall (ii) cause the definitive Proxy Statement to be mailed to the Company’s shareholders of record as of the record date for the Company Shareholders Meeting as promptly as reasonably practicable after the date Proxy Statement is cleared by the staff of the SEC staff advises that it has no further comments thereon for mailing to the Company’s shareholders and that the Company may commence mailing the Proxy Statementsuch record date is set in accordance with Section 7.1(c). Notwithstanding the foregoingNo filing of, prior to filing or mailing amendment or supplement to, the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretoSchedule 13E-3 shall be made by the Company, the Company (i) shall provide without providing Parent an and its counsel a reasonable opportunity to review and comment on such document or response, (ii) shall give reasonable thereon and good faith giving due consideration to all comments reasonably proposed by Parent and such comments. (iiib) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, If at any time prior to the Shareholders Meeting, Effective Time any information relating to the Company, Parent or Merger Sub, or any of their respective affiliatesAffiliates, officers directors or directors officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall such document would not contain include any untrue statement misstatement 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 were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto, hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Subject to Section 7.3, the Company shall, shall (i) as promptly as reasonably practicable following the later of (A) the Go-Shop Period End Date, and (B) the earlier of the first date after the filing of Go Shop Period End Date when there ceases to be a Go-Shop Party and the preliminary Cut-Off Date, and (C) the date on which the SEC confirms it has no further comments on the Proxy Statement with the SECStatement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Company Shareholder ApprovalApproval (the “Company Shareholders Meeting”) and (ii) unless a Change of Recommendation occurs in accordance with this Section 7.1(c) or Section 7.3, (A) use reasonable best efforts to solicit the adoption and approval of this Agreement and the Merger by the shareholders of the Company, and (B) include in the Proxy Statement the recommendation of the Board of Directors of the Company that the shareholders of the Company adopt and approve this Agreement and the Merger (the “Company Recommendation”). Notwithstanding Neither the Board of Directors of the Company nor any committee thereof shall directly or indirectly (x) withdraw (or change, amend, modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or change, amend, modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation, (y) approve or recommend, or publicly propose to approve or recommend, a Competing Proposal, or (z) take any other action or make any other proposal or statement inconsistent with such Company Recommendation (any action described in clauses (x), (y), or (z) being referred to as a “Change of Recommendation”); provided that, anything to the contrary contained in this AgreementAgreement notwithstanding, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) Board of Directors of the Company is unable to obtain or the Special Committee may effect a quorum Change of its shareholders at such time, to Recommendation if the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined Special Committee determines in good faith (after consultation with outside legal counsel) that failure to take such delay is required by applicable Law (A) to comply action would be inconsistent with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required directors’ fiduciary duties under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentLaw.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each Statement and the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the Company SEC with respect thereto and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable following the date of this Agreement. Parent shall furnish to the Company all information concerning such person to the other itself as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it the Company and its representatives, on the one hand, and the SECSEC and its staff, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect Notwithstanding anything to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 with respect thereto, the Company (i) shall provide Parent an opportunity to review and review, comment on and approve such document or response, (ii) shall give reasonable and good faith consideration to include in such document or response all comments reasonably proposed by Parent and (iii) and shall not file or mail such document, document or respond to the SEC, SEC prior to receiving the approval of Parent's approval, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned withheld or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after following the filing date of the preliminary Proxy Statement with the SECthis Agreement, establish a record date (which will be as promptly as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its shareholders (the “"Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ") for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at through its Board of Directors, recommend to its shareholders that they approve this Agreement, and shall include such recommendation in the instruction of Parent, postpone or adjourn Proxy Statement. Without limiting the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date generality of the Shareholders Meeting be changed without Parent’s prior written consent (which consent foregoing, the Company agrees that its obligations pursuant to this Section 5.01(b) shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed); provided, however, that communication to the Company may change the record date or any other person of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parentany Takeover Proposal.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly The Company shall, as soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement in preliminary Proxy Statement. Each form, and each of Parent and the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to 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. The Company shall use its reasonable best efforts to prepare and file with the SEC the definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to the Company Shareholders Company’s shareholders as promptly as reasonably practicable after following the date the SEC staff advises that it has no further comments thereon and that of this Agreement. If at any time prior to receipt of the Company may commence mailing Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. Notwithstanding the foregoing, prior to filing or mailing the preliminary or definitive Proxy Statement (or any amendment or supplement thereto) or responding to any the comments of the SEC with respect thereto, the Company (i) shall provide Parent an a reasonable opportunity to review and comment on such document or response, response and (ii) shall give include in such document or response all reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply shall, as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at soon as practicable following the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meetingthis Agreement, or at the time of any amendment or supplement thereof, contain any untrue statement of establish a material fact or omit to state any material fact required to record date (which will be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after following the filing date of the preliminary Proxy Statement with the SEC, establish a record date this Agreement) for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining seeking the Company Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, The Company agrees that it shall postpone its 2006 annual meeting of shareholders until after the Company will be permitted to postpone or adjourn the Shareholders Shareholder Meeting ifhas been held, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at unless such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments compelled pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parentapplicable Law. The Company shall, at through the instruction of ParentCompany Board, postpone or adjourn recommend to its shareholders that they give the Shareholders Meeting if there are not sufficient affirmative votes in person or Company Shareholder Approval and shall take all lawful action to solicit the Company Shareholder Approval by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date requisite vote of the Shareholders Meeting be changed without ParentCompany’s prior written consent (which consent shall not be unreasonably withheldshareholders, conditioned or delayed); provided, however, except to the extent that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent have made an Adverse Recommendation Change expressly as permitted by Section 4.02(c5.02(d). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) or Section 4.02(d) has been effected, shall not be affected by (Ai) the Company Board shall include commencement, public proposal, public disclosure or communication to the Company Board Recommendation in the Proxy Statement and of any Company Takeover Proposal or (Bii) the Company shall use its reasonable best efforts to solicit votes making of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parentany Adverse Recommendation Change.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this AgreementAgreement , the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of Parent shall provide to the Company and Parent shall furnish all information concerning such person to the other Parent and Sub as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and resolution of comments referred to below. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Each of the The Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the shareholders of the Company Shareholders as promptly as reasonably practicable after following the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statementof this Agreement. Notwithstanding the foregoing, prior Prior to filing or Or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company (i) shall provide Parent an a reasonable opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after following the filing date of this Agreement and the date on which the Proxy Statement is cleared by the SEC for mailing in definitive form to shareholders of the preliminary Proxy Statement with the SEC, establish a record date forCompany, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Shareholders’ Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Shareholder Approval. Notwithstanding anything Subject to the contrary ability of the Company Board to make an Adverse Recommendation Change pursuant to Section 4.02(b), the Company shall, through the Company Board, recommend to its shareholders the approval of this Agreement and shall include such recommendation in the Proxy Statement Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, Company’s obligations pursuant to the extent first sentence of this Section 5.01 (and only to the extentb) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheldaffected by the commencement, conditioned public proposal, public disclosure or delayed); provided, however, that communication to the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental any Takeover Proposal or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentChange.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable after the date hereof, and in any event within March 12, 2018 following the date of this Agreement, (i) the Company shall prepare and file with the SEC the preliminary Proxy Statement. Each of , (ii) Parent and Acquisition Sub shall furnish to the Company and Parent shall furnish all information concerning themselves and their Affiliates that is required to be included in the Proxy Statement and shall promptly provide such person to other assistance in the other preparation of the Proxy Statement as may be reasonably requested by the Company from time to time, and (iii) subject to the receipt from Parent and Acquisition Sub of the information described in connection clause (ii) above, the Company shall file the Proxy Statement with the preparation, filing and distribution of the Proxy StatementSEC. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement Statement, and shall provide Parent and Acquisition Sub promptly with copies of all material correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Each of the The Company and Parent shall use reasonable best efforts (with the assistance of, and after consultation with, Parent as provided by this Section 6.2(a)) to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company (i) shall provide Parent an a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration except, in each case, to all comments reasonably proposed the extent prohibited by Law. Each of the Company, Parent and Acquisition Sub shall use its reasonable best efforts to file all documents that it is responsible for filing with the SEC or other Governmental Authorities in connection with the transactions contemplated by this Agreement and to cause such documents to comply in all material respects with all requirements of applicable Law. (iiib) The Company shall not file or mail such document, or respond cause the Proxy Statement to be mailed to the SEC, prior to receiving Company’s shareholders as of the approval of Parent, record date established for the Shareholders’ Meeting as promptly as reasonably practicable after the date on which approval shall not be unreasonably withheld, conditioned or delayedthe SEC confirms that it has no further comments on the Proxy Statement. If, at any time prior to the Shareholders Shareholders’ Meeting, any information relating to the Company, Parent Parent, Acquisition Sub or any of their respective affiliatesAffiliates, officers or directors should be is discovered by the Company or Parent or Acquisition Sub which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement (or any amendment or supplement thereto) shall not contain any an 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 the light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties heretothereof (with such notification, if delivered orally, to be promptly confirmed in writing), and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading’s shareholders. (c) The Company shall, as promptly as reasonably practicable after following the filing of date on which the preliminary Proxy Statement with is cleared by the SEC, (i) establish a record date for, duly call, for and give notice of, convene and hold of a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholdersshareholders, for the purpose of obtaining voting upon the Shareholder Approval. Notwithstanding anything to the contrary in adoption of this Agreement, Agreement and holding the Company will be permitted to Shareholder Advisory Vote (the “Shareholders’ Meeting”) and (ii) duly call, convene and hold the Shareholders’ Meeting; provided that the Company may postpone or adjourn the Shareholders Shareholders’ Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or consent of Parent and Acquisition Sub, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that which the Company has determined, after consultation with outside legal counsel, determined in good faith is reasonably likely to be required necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company Company’s shareholders prior to the Shareholder Shareholders’ Meeting or (ivD) to allow additional solicitation of votes in order to obtain the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of ParentRequisite Shareholder Approval. The Company shall, at through the instruction board of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date directors of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheldCompany, conditioned or delayed); provided, however, that but subject to the right of the board of directors of the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent make an Adverse Recommendation Change expressly permitted by pursuant to Section 4.02(c) or Section 4.02(d) has been effected6.5, (A) provide the Company Board Recommendation, not withdraw, amend or modify in a manner adverse to Parent, the Company Recommendation, and shall include the Company Board Recommendation in the Proxy Statement and (B) Statement, and, unless there has been an Adverse Recommendation Change pursuant to Section 6.5, the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders proxies in favor of obtaining the Requisite Shareholder Approval. The Parent and Acquisition Sub shall vote any shares of Company Common Stock owned, directly or indirectly, by them in favor of the approval of this Agreement and shall provide updates cause the Sponsor Entities to Parent comply with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentSupport Agreement.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, the Company shall prepare a preliminary Proxy Statement and file shall use its reasonable best efforts to cause such preliminary Proxy Statement to be filed with the SEC within twenty (20) Business Days following the preliminary date of this Agreement. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act. Parent shall cooperate with the Company in the preparation and filing of the Proxy Statement. Each of the Company , and Parent shall furnish all information concerning such person to the other as may be reasonably requested it that is necessary in connection with the preparation, filing and distribution preparation of the Proxy StatementStatement and is reasonably requested by the Company. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or use its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond have the Proxy Statement cleared by the SEC as promptly as practicable to any comments of the SEC with respect to the Proxy Statement after such filing and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company Shareholders Company’s shareholders as promptly as reasonably practicable after the date that the Company learns the Proxy Statement will not be reviewed by the SEC staff advises or that it the SEC staff has no further comments thereon and that the Company may commence mailing the Proxy Statementthereon. Notwithstanding the foregoing, prior Prior to filing or mailing the Proxy Statement or filing any other required documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the Company (i) shall provide Parent with an opportunity to review and comment on such document or response, response (iiincluding by participating in any substantive discussions or meetings with the SEC) and shall give reasonable and good faith consideration to all any comments reasonably proposed made by Parent and (iii) shall not file its counsel. The Company will notify Parent promptly of the receipt of any comments from the SEC or mail such document, its staff and of any request by the SEC or respond its staff for amendments or supplements to the SEC, prior Proxy Statement or for additional information and will provide Parent with copies of all correspondence between the Company and the SEC or its staff with respect to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned Proxy Statement or delayed. the transactions contemplated by this Agreement. (b) If, at any time prior to obtaining the Shareholders MeetingCompany Shareholder Approval, any information relating to the CompanyCompany or Parent, Parent or any of their respective affiliates, officers or directors should be directors, is discovered by the Company or Parent which that should be set forth in an amendment or supplement to the Proxy Statement, Statement so that the Proxy Statement shall such document would not contain include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall as promptly as practicable notify the other parties hereto, party and an appropriate amendment or supplement describing such information shall be filed with the SEC as promptly as practicable after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Lawlaw, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading’s shareholders. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, shall duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting shareholders, to be held as promptly as reasonably practicable following the date of mailing of after the Proxy Statement is cleared by the SEC for mailing to the Company’s shareholders in accordance with Section 5.01(a) (the “Company ShareholdersShareholders Meeting”), for the purpose of obtaining the Company Shareholder ApprovalApproval and any other matters required under applicable law and the NYSE rules and regulations to be considered at the Company Shareholders Meeting. Notwithstanding anything to the contrary in this Agreementforegoing, if on a date for which the Company Shareholders Meeting is scheduled, the Company will be permitted has not received proxies representing a sufficient number of shares to postpone or adjourn the Shareholders Meeting if, but only if, (i) constitute a quorum and to obtain the Company is unable to obtain Shareholder Approval, whether or not a quorum of its shareholders at such timeis present, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts have the right to make one or more successive postponements or adjournments of the Company Shareholders Meeting solely for the purpose of and for the minimum amount of time necessary to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for obtain the solicitation of proxies for purposes of obtaining the Company Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, howeverthat, that in no event will without Parent’s express written consent, the Company shall not postpone or adjourn the Company Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by a date that is more than thirty (30) days after the date on for which the Company Shareholders Meeting was originally scheduled and in no event later than five (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (105) Business Days, or such other amount of time reasonably agreed by Days prior to the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjournedTermination Date, in accordance with this Section 5.01(c) or (2) the each case after taking into account all postponements and/or adjournments. Notwithstanding any Company postpones the Shareholders Meeting at the instruction Change of Parent andRecommendation, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include present this Agreement for approval at the Company Shareholders Meeting. At the Company Shareholders Meeting, unless there shall have been a Company Change of Recommendation in accordance with Section 4.02(e) or Section 4.02(f), the Company Board Recommendation in the Proxy Statement and (B) will make the Company shall Recommendation, and the Company will, unless there has been a Company Change of Recommendation, use its reasonable best efforts to solicit votes of the Company Shareholders from its shareholders proxies in favor of obtaining the approval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, and to take all other action necessary or advisable to secure the Company Shareholder Approval. The . (d) If requested by Parent, the Company shall provide updates to Parent promptly conduct a “broker search” as contemplated by and in accordance with Rule 14a-13 promulgated under the Exchange Act with respect to the proxy solicitation for the Company Shareholders Meeting (including interim results) as based on a record date that is the shortest number of days permitted under applicable law and the Company’s organizational documents). If at any time the current record date for the Company Shareholders Meeting is not reasonably requested likely to satisfy the requirements of applicable law and the Company’s organizational documents, the Company shall set a new record date mutually determined by ParentParent and the Company and shall continue to comply with the “broker search” requirements of Rule 14a-13 promulgated under the Exchange Act with respect to any such new record date.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, (i) the Company Selling Stockholder shall prepare and file with a proxy statement relating to the SEC Shareholders Meeting (as amended or supplemented from time to time, the preliminary “Proxy Statement. Each of the Company and Parent ”), (ii) Purchaser shall furnish all information concerning such person promptly provide to the Selling Stockholder any information regarding Purchaser required for inclusion in the Proxy Statement and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested in connection by the Selling Stockholder and (iii) the Selling Stockholder shall file the Proxy Statement with the preparationSecurities and Exchange Commission (the “SEC”); provided, however, that such filing and distribution shall be made no later than January 15, 2010. The Selling Stockholder shall thereafter use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy StatementStatement and to cause the Proxy Statement to be mailed to the shareholders of the Selling Stockholder as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company Selling Stockholder shall promptly notify Parent Purchaser upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent Purchaser with copies of all correspondence between it the Selling Stockholder and its representatives, on the one hand, and the SECSEC and its staff, on the other hand. Each of In the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to event that the Selling Stockholder receives any comments of from the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date or its staff or any request from the SEC or its staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing for amendments or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement supplements to the Proxy Statement, so that Purchaser shall promptly provide to the Proxy Statement shall not contain Selling Stockholder, upon receipt of notice from the Selling Stockholder, any untrue statement of a material fact or omit to state any material fact information regarding Purchaser required to be stated therein or necessary for inclusion in order to make the statements therein, in light response of the circumstances under which they are made, not misleading, the party that discovers Selling Stockholder to such information comments or such request and shall promptly notify provide such other information or assistance in the other parties hereto, and an appropriate amendment or supplement describing such information shall preparation thereof as may be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made reasonably requested by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedSelling Stockholder. (b) The Company agrees that Subject to the Proxy Statement will comply terms of Section 7.4(b), the Selling Stockholder shall (x) as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at soon as practicable following the date on which the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made cleared by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, for and duly call, give notice of, convene and hold call a meeting of its shareholders to be held no earlier than April 22, 2010, or on any other date agreed to by the Selling Stockholder and Purchaser for the purpose of obtaining the Company Shareholder Approval (the “Shareholders Meeting”). The Company shall cause , (y) duly give notice of the Shareholders Meeting and convene and hold the Shareholders Meeting and (z) use commercially reasonable efforts to be held as promptly as reasonably practicable following solicit from its shareholders proxies in favor of the date approval of mailing the Transactions. The Selling Stockholder shall, through its board of directors (the “Board of Directors”), recommend to its shareholders that its shareholders vote in favor of and approve the Transactions at the Shareholders Meeting, and the Proxy Statement shall include a statement to the Company Shareholders, for effect that the purpose Board of obtaining Directors has recommended that its shareholders vote in favor of and approve the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn Transactions at the Shareholders Meeting if, but only if(the “Board Recommendation”). Notwithstanding the foregoing, (i) the Company is unable Selling Stockholder shall have no obligation to obtain a quorum do any of its shareholders at such time, the foregoing if there shall have been an Adverse Recommendation Change in compliance with Section 7.4(b) and (ii) the Selling Stockholder may adjourn or postpone the Shareholders Meeting to the extent (and only necessary to ensure that any required supplement or amendment to the extent) necessary Proxy Statement is provided to the shareholders of the Selling Stockholder or, if as of the time for which the Shareholders Meeting is originally scheduled (as set forth in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicableProxy Statement), (ii) there are not sufficient affirmative votes insufficient shares of Common Stock represented (either in person or by proxy proxy) to constitute a quorum necessary to conduct business at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parent.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company (with the assistance and cooperation of Parent as reasonably requested by the Company) shall prepare the Proxy Statement and file it with the SEC. The Company shall use its reasonable best efforts to make such filing no later than twenty (20) days following the date of this Agreement. Subject to Section 5.02, the Company Board shall prepare and file with the SEC the preliminary Proxy Statement. Each of make the Company Board Recommendation to the holders of Company Shares and shall include such recommendation in the Proxy Statement and shall use reasonable best efforts to secure the Required Shareholder Approvals. Parent shall furnish provide to the Company all information concerning such person to the other Parent, Holdco and Merger Sub as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent, Holdco and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. The Company shall promptly notify Parent promptly in writing upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide supply Parent with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC , with respect to the Proxy Statement. The Company shall (and Parent shall assist and cooperate with the Company to) promptly respond to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. To the SEC staff advises that it has no further comments thereon and that extent required by applicable Law, the Company may commence mailing shall promptly file and disseminate to the Company shareholders any supplement or amendment to the Proxy Statement. Notwithstanding Prior to the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the holders of Company Shares, or responding to any comments of from the SEC with respect thereto, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth shall consider in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedgood faith. (b) The Company agrees that the Proxy Statement will comply as shall take all necessary actions to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Required Shareholder Approval. Notwithstanding anything to Approvals (the contrary in this Agreement, the “Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (iMeeting”) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as reasonably practicable, and in any event within sixty (ii60) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for days following the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by date the SEC with respect to confirms that it has no further comments on the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect Statement. Subject to Section 5.01(c)(i) or (c)(ii)5.02, by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of and secure the Required Shareholder Approvals. The Company Shareholders Meeting and the record date therefor shall be set in favor of obtaining the Shareholder Approvalconsultation with Parent and shall be reasonably satisfactory to Parent. The Company shall provide updates not postpone or adjourn the Company Shareholders Meeting except to the extent any such postponement or adjournment is (i) required by Law or a court or other Governmental Authority of competent jurisdiction in connection with any Actions in connection with this Agreement or the Transactions or has been requested by the SEC or its staff or (ii) requested by Parent (in Parent’s sole discretion) to permit additional time to solicit the Required Shareholder Approvals. The Company shall keep Parent updated with respect to the proxy solicitation for the Shareholders Meeting (including interim results) results as reasonably requested by Parent, Holdco or Merger Sub. (c) The Company agrees not to recognize, register or give effect to any transfer of Company Shares made in violation of Section 4.02 of the Voting Agreement.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following (but in no event later than 10 Business Days after the date of this AgreementOffer is commenced), the Company shall prepare and file with the SEC the a preliminary Proxy Statement. Each of the Company and Parent shall furnish all information concerning such person Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, response (including the proposed final version of such document or response or any amendment to any such document) and (ii) shall give reasonable and good faith consideration to include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliatesAffiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that At any time after the Proxy Statement will comply as to form in all material respects with later of (A) the requirements Initial Expiration Date, (B) the expiration of the time period contemplated by Rule 14a-6(a) under the Exchange Act and that none (C) the resolution of the information included or incorporated by reference in any comments on the Proxy Statement will, at the date the Proxy Statement is filed with from the SEC or mailed to (the shareholders of “Clearance Date”), the Company or at shall have the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of right to (i) establish a material fact or omit to state any material fact required to record date (which will be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SECpracticable), establish a record date for, (ii) duly call, call and give notice of, convene and hold of a meeting of its shareholders (the “Shareholders Meeting”). The Company shall ) and (iii) cause the Shareholders Meeting definitive Proxy Statement to be held mailed to the Company’s shareholders as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholdersafter such record date, each for the purpose of obtaining the Shareholder Approval. Notwithstanding anything If not previously undertaken by the Company, Parent and Merger Sub shall have the right, at any time within 10 Business Days after the Clearance Date, to request in writing that the contrary in this AgreementCompany, and upon receipt of such written request, the Company will be permitted to postpone or adjourn the Shareholders Meeting ifshall, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicablereasonably practicable (and in any event within 10 Business Days) take the actions specified in Sections 6.1(b)(i), (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, and (iii) ). The Company shall duly convene and hold the Company Board has determined in good faith (Shareholders Meeting as promptly as reasonably practicable after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to mailing of the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction LitigationStatement; provided, however, that in no event will the Shareholders Meeting shall such meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more held later than thirty (30) 35 calendar days after following the date on which the Shareholders Meeting was (or was required Proxy Statement is mailed to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without ParentCompany’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt approve this Agreement will be considered at the Shareholders Meeting. Except The Board of Directors of the Company shall recommend to shareholders of the Company 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 Shareholders Meeting one time (for a period of not more than 30 calendar days but not past 2 Business Days prior to the extent Termination Date), unless prior to such adjournment the Company shall have received an aggregate number of proxies voting for the adoption of this Agreement and the transactions contemplated hereby (including the Merger), which have not been withdrawn, such that the condition in Section 7.1(a) will be satisfied at such meeting. Once the Company has established a record date for the Shareholders Meeting, the Company shall not change such record date or establish a different record date for the Shareholders Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Bylaws. Unless the Board of Directors of the Company shall have effected an Adverse Recommendation Change expressly permitted by in accordance with Section 4.02(c) or Section 4.02(d) has been effected5.2(b), (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders proxies in favor of obtaining the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Shareholders Meeting are solicited in compliance with all applicable Laws and all rules of NASDAQ. Unless this Agreement is validly terminated in accordance with Section 8.1, the Company shall submit this Agreement to its shareholders at the Shareholders Meeting even if the Company Board shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last ten Business Days prior to the date of the Shareholders Meeting as to the aggregate tally of proxies received by the Company with respect to the Shareholder Approval. The Notwithstanding the foregoing, if, following the Offer and any subsequent offering period and the exercise, if any, of the Top-Up Option, Parent and its Subsidiaries shall own at least 90% of the outstanding shares of the Company Common Stock, the parties hereto shall provide updates to Parent take all necessary and appropriate action, including with respect to the proxy solicitation for transfer to Merger Sub of any shares of Company Common Stock held by Parent or any Subsidiary of Parent, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Shareholders Meeting in accordance with the CCC. (including interim resultsc) as reasonably requested At the Shareholders Meeting, if any, Parent agrees to cause all shares of Company Common Stock acquired pursuant to the Offer and all other shares of Company Common Stock owned by ParentParent or any Subsidiary of Parent to be voted in favor of the Merger.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company and Parent shall prepare prepare, and the Company shall file with the SEC SEC, the preliminary Proxy Statement. Each of Parent and the Company and Parent shall furnish all information concerning such person use its commercially reasonable efforts to respond as promptly as practicable to any comments from the other as may be reasonably requested in connection SEC or the staff of the SEC with the preparation, filing and distribution of respect to the Proxy Statement, and the Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent with copies of all correspondence between it and or any of its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments from the SEC or the staff of the SEC with respect thereto, the Company shall (i) shall provide Parent an opportunity to review and comment on such document or response, response and (ii) shall give reasonable and good faith consideration to include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating reasonably acceptable to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly soon as reasonably practicable after following the filing date of the preliminary Proxy Statement with the SECthis Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders "Shareholders' Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ") solely for the purpose of obtaining the Shareholder Approval. Notwithstanding anything Subject to Section 4.02(c), the Company shall, through its Board of Directors, recommend to its shareholders approval of this Agreement and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company's obligations pursuant to the contrary in first sentence of this Section 5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company or any committee thereof of such Board of Directors' or such committee's approval or recommendation of this Agreement, the Company will be permitted to postpone Merger or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or other transactions contemplated by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentAgreement.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company Seller Parent shall prepare and file and, after approval by Buyer (which shall not be unreasonably withheld, delayed or conditioned), cause to be filed with the SEC the Proxy Statement in preliminary form. Seller Parent shall ensure that the Proxy Statement will comply as to form and substance in all material respects with the applicable provisions of the Exchange Act. Seller Parent shall use commercially reasonable efforts to mail or deliver the definitive Proxy Statement to its shareholders entitled to vote at the Seller Parent Shareholder Meeting as promptly as reasonably practicable following clearance from the SEC (or receipt of notice that the SEC is not reviewing the preliminary Proxy Statement). Each of the Company and Parent Buyer shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Seller Parent and provide such person to the other assistance as may be reasonably requested by Seller Parent in connection with the preparation, filing and distribution of the Proxy Statement. The Company Seller Parent shall promptly notify Parent Buyer upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement Statement, and shall shall, as promptly as practicable after receipt thereof, provide Parent Buyer with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and advise Buyer promptly of any oral comments with respect to the Proxy Statement received from the SEC. Each of the Company and Seller Parent shall use commercially reasonable best efforts to respond as promptly as practicable to any comments of from the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or filing any other document to be filed by Seller Parent with the SEC in connection with the transactions contemplated by this Agreement or responding to any comments of the SEC with respect thereto, the Company (i) Seller Parent shall provide Parent an Buyer a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent), which approval comments Seller Parent shall not be unreasonably withheld, conditioned or delayed. consider in good faith. (b) If, at any time prior to the Shareholders Meetingreceipt of the Seller Parent Shareholder Approval, any information relating to the CompanySeller Parties or the Buyer Parties, Parent or any of their respective affiliatesAffiliates, officers or directors should be discovered by Seller Parent or Buyer which, in the Company reasonable judgment of Seller Parent or Parent which Buyer, should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that the Proxy Statement shall would not contain include any untrue statement misstatement 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 were made, not misleading, the party Party that discovers such information shall promptly notify the other parties heretoParties, and an appropriate amendment Seller Parent or supplement describing such information Buyer shall be filed cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, disseminated in disseminating the information contained in such amendment or supplement to the shareholders of the Company. Except in connection with an Adverse Recommendation Change; provided, however, that no amendment amended or supplement to the Proxy Statement supplemental materials will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed by Seller Parent without affording Buyer a reasonable opportunity in advance for review and comment, and Seller Parent shall consider in good faith any comments on such materials reasonably proposed by ▇▇▇▇▇. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). For purposes of Section 4.13, Section 5.5 and this Section 7.1, any information concerning or related to the shareholders of Seller Parties, their respective Affiliates or the Company Seller Parent Shareholder Meeting will be deemed to have been provided by Seller Parent, and any information concerning or at related to the time of the Shareholders MeetingBuyer Parties, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit their respective Affiliates will be deemed to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made have been provided by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingBuyer Parties. (c) The Company shall, as As promptly as reasonably practicable after following the filing date that the Proxy Statement is cleared by the SEC, Seller Parent shall, in accordance with applicable Law, the rules of the preliminary Proxy Statement with NYSE and the SECSeller Parent Declaration and the Seller Parent Bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting the Seller Parent Shareholder Meeting; provided that such record date shall not be more than ninety (90) days prior to the established date of the Seller Parent Shareholder Meeting. Seller Parent shall, through the Seller Parent Board, recommend to its shareholders (that they provide the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of Seller Parent Shareholder Approval, include such recommendation in the Proxy Statement and solicit and use its commercially reasonable efforts to obtain the Company Shareholders, for the purpose of obtaining the Seller Parent Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, except to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed Seller Parent Board shall have made a Seller Parent Adverse Recommendation Change as permitted by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction LitigationSection 7.3; provided, however, that Seller Parent’s obligation to duly call, give notice of, convene and hold the Seller Parent Shareholder Meeting shall not be affected by a Seller Parent Adverse Recommendation Change unless this Agreement is terminated in no event will accordance with its terms. Notwithstanding the Shareholders foregoing provisions of this Section 7.1(c), if, on a date for which the Seller Parent Shareholder Meeting is scheduled, Seller Parent has not received proxies representing a sufficient number of Seller Parent Common Shares to obtain the Seller Parent Shareholder Approval, whether or not a quorum is present, Seller Parent shall have the right, after consultation with Buyer, to make one or more successive postponements or adjournments of the Seller Parent Shareholder Meeting solely for the purpose of and for the times reasonably necessary to solicit additional proxies and votes in favor of the transactions contemplated hereby; provided that, without the prior written consent of Buyer, the Seller Parent Shareholder Meeting shall not be postponed or adjourned to a date that is more than (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on for which the Shareholders Seller Parent Shareholder Meeting was originally scheduled (excluding any postponements or was adjournments required to beby applicable Law) originally scheduledor (y) more than one hundred and twenty (120) days from the record date for the Seller Parent Shareholder Meeting; provided, without further, the Seller Parent Shareholder Meeting may not be postponed or adjourned on the date the Seller Parent Shareholder Meeting is scheduled if Seller Parent shall have received proxies in respect of an aggregate number of shares of Seller Parent Common Shares, which have not been withdrawn, such that Seller Parent Shareholder Approval would be obtained at such meeting unless this Agreement is terminated in accordance with its terms. Without the prior written consent of Parent, Buyer (y) with respect not to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, (i) the approval of this Agreement and the transactions contemplated hereby shall be the only matter (other than any say-on-pay golden parachute vote that the Company may change the record date be required pursuant to Section 14A(b)(2) of the Shareholders Meeting without prior written consent Exchange Act and Rule 14a-21(c) thereunder, one or more proposals to approve the adjournment of the Seller Parent Shareholder Meeting, if necessary, to solicit additional proxies, in the event that (1) supplemental there are not sufficient votes at the time of the Seller Parent Shareholder Meeting to obtain the approval of the Company’s shareholders, approval of a plan of sale and liquidation of Seller Parent or amended disclosure is other matters of procedure and matters required by applicable Law to be disseminated voted on by the Company shareholders in connection with this Agreement or the approval of the transactions contemplated hereby) that Seller Parent shall propose to shareholders, be acted on by the meeting shareholders of Seller Parent at the Seller Parent Shareholder Meeting and (ii) Seller Parent shall not submit to the vote of its stockholders any Competing Acquisition Proposal unless this Agreement is postponed or adjourned, terminated in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parentterms.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly If the approval of this Agreement by the Company's shareholders is required by Law, as reasonably soon as practicable following the date expiration of this Agreementthe Offer, the Company shall and Parent shall, at Parent's request, prepare and file with the SEC the 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 connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one handin preliminary form, and the SEC, on the other hand. Each each of the Company and Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to 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 Company shall cause SEC or its staff, on the definitive Proxy Statement other hand, with respect to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, If at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any receipt of their respective affiliates, officers or directors should be discovered by the Company or Parent which Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, so that the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Subject to the foregoing, the Company shall use its reasonable best efforts to cause the Proxy Statement shall 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 mailed to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall Company's shareholders as promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed as practicable after filing with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedSEC. (b) The Company agrees that If the Proxy Statement will comply approval of this Agreement by the Company's shareholders is required by Law, at Parent's request, as to form in all material respects with soon as practicable following the requirements expiration of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement willOffer, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, shall duly call, give notice of, convene and hold a meeting of its shareholders (the “"Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ") for the purpose of obtaining seeking the Company Shareholder Approval. Notwithstanding anything to Without limiting the contrary in this Agreementgenerality of the foregoing, the Company will agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be permitted to postpone or adjourn the Shareholders Meeting if, but only if, affected by (i) the Company is unable to obtain a quorum of its shareholders at such timecommencement, public proposal, public disclosure or communication to the extent (and only to the extent) necessary in order to obtain a quorum Company of its shareholders and the any Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, Takeover Proposal or (ii) there are not sufficient affirmative votes in person the withdrawal or modification by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by of its approval or recommendation of this Agreement or the SEC with respect to Merger. Notwithstanding the Proxy Statement foregoing, if Sub or (B) to allow reasonable additional time for the filing or mailing any other subsidiary of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders Parent shall acquire at least 90% of the outstanding shares of each series of Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; providedCapital Stock, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction request of Parent, postpone or adjourn take all necessary and appropriate action to cause the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting Merger to adopt this Agreement to allow reasonable time for become effective as soon as practicable after the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date expiration of the Shareholders Meeting be changed Offer without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the a shareholders meeting is postponed or adjourned, in accordance with this Section 5.01(c60.491 of the ORS. (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Sub or (2) the Company postpones the Shareholders Meeting at the instruction any other subsidiary of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders voted in favor of obtaining this Agreement and the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parenttransactions contemplated hereby.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this Agreement, the Company (with the assistance and cooperation of Parent as reasonably requested by the Company) shall prepare the Proxy Statement and file it with the SEC SEC. Subject to Section 6.02, the preliminary Company Board shall make the Company Board Recommendation to the holders of Company Shares and shall include such recommendation in the Proxy Statement. Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. Each of the Company and Parent shall furnish all information concerning such person to notify the other as may be reasonably requested promptly in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon writing after the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply the other with copies of all written correspondence between it and such party or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the Company and Parent shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC with respect to concerning the Proxy Statement and to resolve such comments with the SEC, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. Prior to the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the holders of Company Shares, or responding to any comments of from the SEC with respect thereto, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth shall consider in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedgood faith. (b) The Subject to Section 6.03(a), the Company agrees that shall take all necessary actions in accordance with applicable Law, the Proxy Statement will comply as to form in all material respects with Company Organizational Documents and the requirements rules of the New York Stock Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement willBermuda Stock Exchange, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, recess, reconvening or postponement thereof, the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Company Shareholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. Notwithstanding anything Subject to the contrary in this AgreementSection 6.02, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will Notwithstanding anything to the record date of contrary contained in this Agreement, the Shareholders Meeting be changed without Company may, with Parent’s prior written consent (which such consent shall not to be unreasonably withheld, conditioned or delayed); provided, howeveradjourn, that recess, reconvene or postpone the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that if (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2x) the Company postpones reasonably believes that (i) such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a reasonable amount of time in advance of the Company Shareholders Meeting, (ii) after consultation with Parent, as of the time for which the Company Shareholders Meeting at is originally scheduled (as set forth in the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effectedProxy Statement), (A) there will be an insufficient number of Company Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Board shall include Shareholders Meeting or (B) there will be an insufficient number of proxies to obtain the Company Board Shareholder Approval or (iii) such adjournment, recess, reconvening or postponement is required by Law or a court or other Governmental Authority of competent jurisdiction in connection with any Actions in connection with this Agreement or the Transactions or has been requested by the SEC or its staff or (y) Parent requests such adjournment, recess, reconvention or postponement. The Company shall keep Parent updated with reasonable frequency with respect to proxy solicitation results. (c) Notwithstanding any Adverse Recommendation Change, unless this Agreement has been validly terminated in accordance with Article VIII, (i) the Company shall hold the Company Shareholders Meeting for the purpose of obtaining approval of the Company Bye-Law Amendment and obtaining the Company Shareholder Approval, and nothing contained herein shall relieve the Company of such obligation and (ii) the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent any and all accompanying materials may include appropriate disclosure with respect to such Adverse Recommendation Change if and to the proxy solicitation for extent the Shareholders Meeting (including interim results) as reasonably requested Company Board determines after consultation with outside legal counsel that the failure to include such disclosure would be inconsistent with its fiduciary duties under applicable Laws or otherwise required by Parentapplicable Law.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company and Parent shall prepare prepare, and the Company shall file with the SEC SEC, the preliminary Proxy Statement. Each of Parent and the Company and Parent shall furnish all information concerning such person use its commercially reasonable efforts to respond as promptly as practicable to any comments from the other as may be reasonably requested in connection SEC or the staff of the SEC with the preparation, filing and distribution of respect to the Proxy Statement, and the Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent with copies of all correspondence between it and or any of its representativesRepresentatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments from the SEC or the staff of the SEC with respect thereto, the Company shall (i) shall provide Parent an opportunity to review and comment on such document or response, response and (ii) shall give reasonable and good faith consideration to include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating reasonably acceptable to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly soon as reasonably practicable after following the filing date of the preliminary Proxy Statement with the SECthis Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Shareholders’ Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) solely for the purpose of obtaining the Shareholder Approval. Notwithstanding anything Subject to Section 4.02(c), the Company shall, through its Board of Directors, recommend to its shareholders approval of this Agreement and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company’s obligations pursuant to the contrary in first sentence of this Section 5.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company or any committee thereof of such Board of Directors’ or such committee’s approval or recommendation of this Agreement, the Company will be permitted to postpone Merger or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or other transactions contemplated by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentAgreement.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As If the approval of this Agreement by the Company’s shareholders is required by applicable Law, the Company shall, as promptly as reasonably practicable following the date of this AgreementOffer Closing, the Company shall prepare and file with the SEC the preliminary Proxy Statement. The Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after such filing. Each of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response (including the proposed final version of such document or response, ) and (ii) shall give reasonable and good faith consideration to include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that If the Proxy Statement will comply as to form in all material respects with the requirements approval of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made this Agreement by the Company with respect to statements made in Company’s shareholders is required by applicable Law, the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after following the filing Offer Closing (or, with respect to calling, giving notice of, convening and holding a meeting of its shareholders, as soon as reasonably practicable following the expiration of the preliminary Proxy Statement with time period contemplated by Rule 14a-6(a) under the Exchange Act or the resolution of any comments from the SEC), establish a record date (which will be as promptly as reasonably practicable following the Offer Closing) for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt approve this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) The Board of Directors of the Company Board shall recommend to shareholders of the Company that they approve this Agreement, and shall include the Company Board Recommendation such recommendation in the Proxy Statement Statement. Notwithstanding the foregoing, if, following the Offer and (B) any subsequent offering period and the Company exercise, if any, of the Top-Up Option, Parent and its Subsidiaries shall use its reasonable best efforts to solicit votes own at least 90% of the outstanding shares of the Company Shareholders in favor of obtaining Common Stock, the Shareholder Approval. The Company parties hereto shall provide updates to Parent take all necessary and appropriate action, including with respect to the proxy solicitation for transfer to Sub of any shares of Company Common Stock held by Parent or any Subsidiary of Parent, to cause the Merger to become effective as soon as practicable after the Offer Closing without the Shareholders Meeting in accordance with Section 14A:10-5.1 of the NJBCA. (including interim resultsc) as reasonably requested At the Shareholders Meeting, if any, Parent agrees to cause all shares of Company Common Stock acquired pursuant to the Offer and all other shares of Company Common Stock owned by ParentParent or any Subsidiary of Parent to be voted in favor of the Shareholder Approval.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As The Company (with the assistance and cooperation of Parent) shall use its reasonable best efforts to prepare the Proxy Statement and file it with the SEC as promptly as reasonably practicable following after the execution of this Agreement (and in any event not later than thirty (30) business days after the date of this AgreementAgreement subject to the receipt from Parent of any information required to complete the Proxy Statement that is requested by the Company). Subject to Section 6.02, the Company Board shall prepare make the Company Board Recommendation to the Company’s shareholders and file with shall include such recommendation in the SEC the preliminary Proxy Statement. Each of Parent shall provide to the Company and Parent shall furnish all information concerning such person to the other Parent and Merger Sub as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. The Company shall promptly notify Parent promptly upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide supply Parent with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC. Each of the The Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC with respect to concerning the Proxy Statement and to resolve such comments with the SEC, and the Company shall cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. Prior to the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the Company’s shareholders, or responding to any comments of from the SEC with respect thereto, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth shall consider in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedgood faith. (b) The Subject to Section 6.03(a), the Company agrees that shall take all necessary actions in accordance with applicable Law, the Proxy Statement will comply as to form in all material respects with Company Organizational Documents and the requirements rules of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed NYSE to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, recess, reconvening or postponement thereof, the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Required Shareholder Approval, as soon as reasonably practicable and in any case no later than sixty (60) days after the SEC confirms that it has no further comments on the Proxy Statement. The Company shall not change the record date for the Company Shareholders Meeting without the prior written consent of Parent. In furtherance of the foregoing and in consultation with P▇▇▇▇▇, as soon as reasonably practicable after the date hereof, the Company shall set one or more preliminary record dates for the Company Shareholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act. Subject to Section 6.02, the Company shall use its reasonable best efforts to obtain the Required Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to may, in its sole discretion, adjourn, recess, reconvene or postpone or adjourn the Company Shareholders Meeting if, but only if, if the Company reasonably believes that (i) such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders within a reasonable amount of time in advance of the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicableShareholders Meeting, (ii) after consultation with Parent, at the time of the Originally Scheduled Date, (A) there are not sufficient affirmative votes will be an insufficient number of Company Shares and Series A Preferred Shares present (either in person or by proxy at such meeting proxy) to adopt this Agreement constitute a quorum necessary to allow reasonable time for conduct the solicitation business of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement Shareholders Meeting or (B) there will be an insufficient number of proxies to allow reasonable additional time for obtain the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Required Shareholder Meeting Approval or (iviii) the Company such adjournment, recess, reconvening or postponement is required to do so by Law or a court or other Governmental Authority of competent jurisdiction in connection with any Transaction LitigationActions in connection with this Agreement or the Transactions or has been requested by the SEC or its staff; provided, howeverthat, that in no event will the case of an adjournment, recess, reconvening or postponement pursuant to clause (ii) of this Section 6.03(b), the Company Shareholders Meeting shall not be adjourned, recessed, reconvened or postponed or adjourned (x) with respect to Section 5.01(c)(ia date later than the third (3rd) business day preceding the Outside Date or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by for more than ten fifteen (1015) Business Daysbusiness days in the aggregate from the Originally Scheduled Date, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv)in each case, by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by shall keep Parent updated with reasonable frequency with respect to proxy at such meeting solicitation results with respect to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Required Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent . (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1c) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except Subject to the extent an Adverse Recommendation Change expressly permitted by provisions of Section 4.02(c) or Section 4.02(d) has been effected6.02, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes from its shareholders proxies in favor of the adoption of this Agreement, the Merger and the Statutory Merger Agreement, and use its reasonable best efforts to take all other actions reasonably necessary or advisable to secure the Required Shareholder Approval (to the extent permitted by Law). Without limiting the generality of the foregoing, if, at the time of the Originally Scheduled Date, (A) there will be an insufficient number of Company Shares and Series A Preferred Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders in favor Meeting or (B) there will be an insufficient number of obtaining proxies to obtain the Required Shareholder Approval, then the Company shall, at the request of Parent (to the extent permitted by Law) adjourn, recess, reconvene or postpone the Company Shareholders Meeting; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Shareholders Meeting more than two (2) times or for more than fifteen (15) business days in the aggregate from the Originally Scheduled Date. Without the prior written consent of Parent, the adoption of this Agreement, the Merger and the Statutory Merger Agreement and the transactions contemplated by this Agreement shall be the only matters (other than matters of procedure and matters required by Law to be voted on by the shareholders of the Company in connection with the approval of this Agreement, the Merger and the Statutory Merger Agreement and the transactions contemplated hereby) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholders Meeting. The Company agrees that, unless this Agreement shall provide updates have been terminated in accordance with Article VIII, the Company’s obligations to Parent with respect hold the Company Shareholders Meeting pursuant to this Section 6.03 shall not be affected by the commencement, public proposal, public disclosure or communication to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested Company of any Takeover Proposal or by Parentany Adverse Recommendation Change.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the date execution of this AgreementAgreement and subject to applicable Law, the Company shall prepare the Proxy Statement in preliminary form and file it with the SEC SEC. Subject to Section 5.02, the preliminary Board of Directors of the Company shall make the Company Board Recommendation to the Company’s shareholders and shall include such recommendation in the Proxy Statement. Each of Parent shall provide to the Company and Parent shall furnish all information concerning such person to the other Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall correct any information provided by it for use in the Proxy Statement as promptly as reasonably practicable if and to the extent such information shall have become false or misleading in any material respect. The Company shall promptly notify Parent promptly upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide supply Parent with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the The Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC with respect to concerning the Proxy Statement and to resolve such comments with the Company SEC, and shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. Prior to the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the shareholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth shall consider in an amendment or supplement good faith. 46 (b) Notwithstanding any Adverse Recommendation Change but subject to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, Section 5.13(a) and an appropriate amendment or supplement describing such information shall be filed with the SEC and, applicable Law and to the extent required not prohibited by any Judgment, the Company shall take all necessary actions in accordance with applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without Charter Documents and the approval rules of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as NASDAQ to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, recess or postponement thereof, the “Shareholders Company Shareholders’ Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Company Shareholder Approval. Notwithstanding anything , as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement and, prior to the contrary termination of this Agreement in this Agreementaccordance with its terms, shall not submit any Takeover Proposal for approval by the Company will be permitted shareholders of the Company. Subject to postpone or adjourn the Shareholders Meeting ifSection 5.02, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Company Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, (iii) the Company Board has determined may, in good faith its sole discretion, adjourn, recess, or postpone the Company Shareholders’ Meeting (i) after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) Parent, to allow reasonable additional time for the filing or mailing of any supplemental supplement or amended disclosure amendment to the Proxy Statement that the Company has determined, after consultation with outside legal counsel, determined is reasonably likely to be required under applicable Law other than as a result of an action by the Company that is not otherwise permitted by the terms of ths Agreement and for such supplemental supplement or amended disclosure amendment to be disseminated and reviewed by stockholders the shareholders of the Company prior in advance of the Company Shareholders’ Meeting, (ii) to the Shareholder Meeting or (iv) the Company is extent required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; providedproceedings in connection with this Agreement or the Transactions, however, that in no event will (iii) if as of the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on time for which the Shareholders Company Shareholders’ Meeting was is originally scheduled (or was required to beas set forth in the Proxy Statement) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes insufficient Company Common Shares represented (either in person or by proxy at such meeting proxy) to adopt this Agreement constitute a quorum necessary to allow reasonable time conduct the business of the Company Shareholders’ Meeting or (iv) to solicit additional proxies if necessary for the solicitation of proxies for purposes purpose of obtaining the Company Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parent.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As The Company (with the assistance and cooperation of Parent) shall use its reasonable best efforts to prepare the Proxy Statement and file it with the SEC as promptly as reasonably practicable following after the execution of this Agreement (and in any event not later than thirty (30) business days after the date of this AgreementAgreement subject to the receipt from Parent of any information required to complete the Proxy Statement that is requested by the Company). Subject to Section 6.02, the Company Board shall prepare make the Company Board Recommendation to the Company’s shareholders and file with shall include such recommendation in the SEC the preliminary Proxy Statement. Each of Parent shall provide to the Company and Parent shall furnish all information concerning such person to the other Parent and Merger Sub as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. The Company shall promptly notify Parent promptly upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide supply Parent with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC. Each of the The Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC with respect to concerning the Proxy Statement and to resolve such comments with the SEC, and the Company shall cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. Prior to the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the Company’s shareholders, or responding to any comments of from the SEC with respect thereto, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth shall consider in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedgood faith. (b) The Subject to Section 6.03(a), the Company agrees that shall take all necessary actions in accordance with applicable Law, the Proxy Statement will comply as to form in all material respects with Company Organizational Documents and the requirements rules of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed NYSE to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, recess, reconvening or postponement thereof, the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Required Shareholder Approval, as soon as reasonably practicable and in any case no later than sixty (60) days after the SEC confirms that it has no further comments on the Proxy Statement. The Company shall not change the record date for the Company Shareholders Meeting without the prior written consent of Parent. In furtherance of the foregoing and in consultation with ▇▇▇▇▇▇, as soon as reasonably practicable after the date hereof, the Company shall set one or more preliminary record dates for the Company Shareholders Meeting and commence a broker search pursuant to Section 14a-13 of the Exchange Act. Subject to Section 6.02, the Company shall use its reasonable best efforts to obtain the Required Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to may, in its sole discretion, adjourn, recess, reconvene or postpone or adjourn the Company Shareholders Meeting if, but only if, if the Company reasonably believes that (i) such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders within a reasonable amount of time in advance of the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicableShareholders Meeting, (ii) after consultation with Parent, at the time of the Originally Scheduled Date, (A) there are not sufficient affirmative votes will be an insufficient number of Company Shares and Series A Preferred Shares present (either in person or by proxy at such meeting proxy) to adopt this Agreement constitute a quorum necessary to allow reasonable time for conduct the solicitation business of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement Shareholders Meeting or (B) there will be an insufficient number of proxies to allow reasonable additional time for obtain the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Required Shareholder Meeting Approval or (iviii) the Company such adjournment, recess, reconvening or postponement is required to do so by Law or a court or other Governmental Authority of competent jurisdiction in connection with any Transaction LitigationActions in connection with this Agreement or the Transactions or has been requested by the SEC or its staff; provided, howeverthat, that in no event will the case of an adjournment, recess, reconvening or postponement pursuant to clause (ii) of this Section 6.03(b), the Company Shareholders Meeting shall not be adjourned, recessed, reconvened or postponed or adjourned (x) with respect to Section 5.01(c)(ia date later than the third (3rd) business day preceding the Outside Date or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by for more than ten fifteen (1015) Business Daysbusiness days in the aggregate from the Originally Scheduled Date, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv)in each case, by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by shall keep Parent updated with reasonable frequency with respect to proxy at such meeting solicitation results with respect to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Required Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent . (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1c) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except Subject to the extent an Adverse Recommendation Change expressly permitted by provisions of Section 4.02(c) or Section 4.02(d) has been effected6.02, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes from its shareholders proxies in favor of the adoption of this Agreement, the Merger and the Statutory Merger Agreement, and use its reasonable best efforts to take all other actions reasonably necessary or advisable to secure the Required Shareholder Approval (to the extent permitted by Law). Without limiting the generality of the foregoing, if, at the time of the Originally Scheduled Date, (A) there will be an insufficient number of Company Shares and Series A Preferred Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders in favor Meeting or (B) there will be an insufficient number of obtaining proxies to obtain the Required Shareholder Approval, then the Company shall, at the request of Parent (to the extent permitted by Law) adjourn, recess, reconvene or postpone the Company Shareholders Meeting; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Shareholders Meeting more than two (2) times or for more than fifteen (15) business days in the aggregate from the Originally Scheduled Date. Without the prior written consent of Parent, the adoption of this Agreement, the Merger and the Statutory Merger Agreement and the transactions contemplated by this Agreement shall be the only matters (other than matters of procedure and matters required by Law to be voted on by the shareholders of the Company in connection with the approval of this Agreement, the Merger and the Statutory Merger Agreement and the transactions contemplated hereby) that the Company shall propose to be acted on by the shareholders of the Company at the Company Shareholders Meeting. The Company agrees that, unless this Agreement shall provide updates have been terminated in accordance with Article VIII, the Company’s obligations to Parent with respect hold the Company Shareholders Meeting pursuant to this Section 6.03 shall not be affected by the commencement, public proposal, public disclosure or communication to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested Company of any Takeover Proposal or by Parentany Adverse Recommendation Change.

Preparation of the Proxy Statement; Shareholders Meeting. (a) Subject to Section 5.03(b), the Company shall take all necessary actions in accordance with applicable Law, the Company Charter, the Company’s bye-laws and the rules of the NASDAQ to duly call, give notice of, convene and hold a meeting of Registered Shareholders (including any adjournment, recess, reconvening or postponement thereof, the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. Unless this Agreement has been terminated in accordance with its terms, the Company shall not submit any Takeover Proposal for approval by the Registered Holders, and shall use its reasonable best efforts to obtain the Company Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.01(c)(iv), the Company may, in its sole discretion, adjourn, recess, reconvene or postpone the Company Shareholders Meeting (i) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Registered Shareholders within a reasonable amount of time in advance of the Company Shareholders Meeting, (ii) to obtain a quorum of Registered Holders to take action at the Company Shareholders Meeting or (iii) to solicit from the holders of the Company Shares proxies in favor of the approval of this Agreement and the Transactions if the Company determines, in good faith, that the Company Shareholder Approval is unlikely to be obtained at the Company Shareholders Meeting. (b) As promptly as reasonably practicable following after the date execution of this Agreement, the Company (with the assistance and cooperation of Parent as set forth herein) shall prepare the Proxy Statement and file it with the SEC the 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 connection with the preparation, filing and distribution of the Proxy StatementSEC. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or use its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed finalized with the SEC such that it can be disseminated to the Company Shareholders its shareholders as promptly soon as reasonably practicable after the date hereof. Subject to Section 5.02, the SEC staff advises that it has no further comments thereon and that Board of Directors of the Company may commence mailing shall make the Company Board Recommendation to the Registered Shareholders and shall include such recommendation in the Proxy Statement. Notwithstanding Parent shall provide to the foregoing, prior Company all information concerning Parent and Merger Sub as is required to filing or mailing be included in the Proxy Statement (or any amendment or supplement thereto) or responding to that is reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the resolution of any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to thereto received from the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, If at any time prior to the Company Shareholders Meeting, any information relating to the Company, Parent or Merger Sub, or any of their respective affiliatesdirectors, officers or directors Affiliates, should be discovered by the Company Company, Parent or Parent Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement, Statement so that the Proxy Statement shall or any other filing required under applicable Law, as applicable, would not contain include any untrue statement misstatement 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 were made, not misleading, the party that which discovers such information shall will promptly notify the other parties heretoother, and an appropriate amendment or supplement to the Proxy Statement or the applicable filing required under applicable Law describing such information shall will be promptly prepared and filed with the SEC and, to the extent required by applicable LawLaw or the SEC or its staff, disseminated to the shareholders Registered Holders. The Company shall notify Parent promptly upon the receipt of any comments from the Company. Except in connection with an Adverse Recommendation Change, no amendment SEC and of any request by the SEC for amendments or supplement supplements to the Proxy Statement will be made by the Company without the approval and shall supply Parent with copies of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of written correspondence between the Company or at any of its Representatives, on the time of one hand, and the Shareholders MeetingSEC, or at on the time of any amendment or supplement thereofother hand, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference thereinStatement. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, shall respond as promptly as reasonably practicable after to any comments received from the filing of SEC concerning the preliminary Proxy Statement and to resolve such comments with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to be disseminated to its shareholders promptly after the resolution of any such comments; provided, however, that neither the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum nor any of its shareholders at such timeAffiliates, if applicable, will file the Proxy Statement, deliver the Proxy Statement to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicableshareholders, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation correspond or otherwise communicate with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC or its staff with respect to the Proxy Statement in any such case without having provided Parent and Merger Sub a reasonable opportunity to review and comment thereon or (B) to allow reasonable additional time for participate therein, as the filing or mailing of any supplemental or amended disclosure that case may be, and the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law agrees that it shall consider the comments of Parent and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) Merger Sub with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes thereto in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parentgood faith.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this AgreementEffective Date (and, in any event, no more than five (5) Business Days following the Company Effective Date), Parent shall prepare the Proxy Statement and, after consultation with and file consideration in good faith of any comments on the Proxy Statement reasonably proposed by Buyer, cause to be filed with the SEC the Proxy Statement in preliminary form; provided, however, that Parent shall not file the Proxy Statement with the SEC without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed. Parent shall use its reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, respond, after consultation with Buyer, promptly to any comments made by the SEC with respect to the Proxy Statement, (ii) mail or deliver the definitive Proxy Statement to its shareholders as promptly as practicable after the earlier to occur of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement. Each Statement or (y) the conclusion of any SEC review of the Company preliminary Proxy Statement and (iii) 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; provided, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by Parent without affording Buyer a reasonable opportunity for consultation and review, and Parent shall consider in good faith any comments on such materials reasonably proposed by Buyer. Parent will promptly notify Buyer of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Buyer with copies of all written correspondence between Parent or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement, this Agreement or the transactions contemplated by this Agreement. Prior to responding to any comments of the SEC or members of its staff, Parent shall provide Buyer with a reasonable opportunity to consult and review such response and Parent shall consider in good faith any comments on such response reasonably proposed by Buyer. Buyer shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to Parent as may be required to be disclosed in the Proxy Statement, and provide such person to the other assistance as may be reasonably requested by Parent in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement . (or any amendment or supplement theretob) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Shareholder Meeting, any information relating to the CompanyParent or Buyer, Parent or any of their respective affiliatessubsidiaries, or their respective officers or directors directors, should be discovered by Parent or Buyer, as the Company or Parent which case may be, which, pursuant to the Exchange Act, should be set forth in an amendment of, or a supplement to to, the Proxy Statement, so that the Proxy Statement shall would not contain include any untrue statement misstatement 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 were made, not misleading, Parent or Buyer, as the party that discovers such information case may be, shall promptly notify the other parties hereto, and an appropriate Parent and Buyer shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement describing such information shall be filed with the SEC and, to the extent required by applicable Applicable Law, disseminated to in disseminating the shareholders of the Company. Except information contained in connection with an Adverse Recommendation Change, no such amendment or supplement to the Proxy Statement will be made by the Company without the approval shareholders of Parent, which approval . Nothing in this Section 14.1(b) shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees limit the obligations of any party under Section 14.1(a). All documents that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement Parent is filed responsible for filing with the SEC or mailed to in connection with this Agreement and the shareholders of the Company or transactions contemplated by this Agreement will, at the time of the Shareholders Meetingfirst mailing thereof, at the time of the Shareholder Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a as applicable, comply as to form and substance in all material fact or omit to state any material fact required to be stated therein or necessary in order to make respects with the statements therein, in light applicable requirements of the circumstances under which they are made, not misleading, except that no covenant is made by Exchange Act and the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingrules and regulations thereunder. (c) The Company shall, as As promptly as reasonably practicable after the filing date hereof, Parent shall, in accordance with Applicable Law, the rules of the preliminary Proxy Statement with Parent Charter and the SEC, establish a record date forParent Bylaws, duly call, give notice of, convene and hold a meeting of the Shareholder Meeting. Parent shall, through the Parent Board, recommend to its shareholders (that they provide the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of Shareholder Approval, include such recommendation in the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders solicit and the Company shall use its reasonable best efforts to obtain such a quorum the Shareholder Approval (including by soliciting proxies from its shareholders), except to the extent that the Parent Board shall have made an Adverse Recommendation Change as promptly permitted by and determined in accordance with Section 14.2. Parent shall keep Buyer updated with respect to proxy solicitation results as practicable, (ii) there are not sufficient affirmative votes in person or reasonably requested by proxy at such meeting to adopt Buyer. Unless this Agreement is terminated in accordance with its terms, Parent shall not submit to allow reasonable time for the solicitation vote of proxies for purposes its shareholders any Acquisition Proposal. Notwithstanding the foregoing provisions of obtaining this Section 14.1(c), Parent may make or one or more adjournments or postponements of the Shareholder Approval, (iii) the Company Board has determined in good faith (Meeting after consultation with outside legal counsel) that such delay is required by applicable Law Buyer (Ai) to comply with comments made by the SEC with respect extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement or (B) is provided to allow reasonable additional time for the filing or mailing shareholders of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders Parent sufficiently in advance of the Company prior to the Shareholder Meeting to ensure that the vote occurs on the basis of full and complete information as required by Applicable Law or regulation or (ivii) if, in the Company reasonable discretion of Parent, additional time is required to do so by a court solicit proxies in favor of competent jurisdiction in connection with any Transaction Litigationthe approval of this Agreement and the transactions contemplated hereby; provided, howeverthat in the case of this clause (ii), that without the consent of Buyer (not to be unreasonably withheld, conditioned or delayed), in no event will shall the Shareholders Shareholder Meeting be (as so postponed or adjourned (xadjourned) with respect to Section 5.01(c)(i) or (c)(ii), by be held on a date that is more than thirty (30) days after the date on for which the Shareholders Shareholder Meeting was (or was required to be) originally scheduled; provided, without the prior written further, that such consent of ParentBuyer may be withheld in its sole discretion if following the date hereof an Acquisition Proposal shall have been received by Parent or its Representatives or any Person (other than Buyer) shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal unless any such Acquisition Proposal shall have been withdrawn at least thirty (30) days prior to the date for which the Shareholder Meeting was originally scheduled. Unless this Agreement shall have been terminated in accordance with its terms, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount the obligation of time reasonably agreed by the Company and Parent to duly call, give notice of, convene and hold the Shareholder Meeting, mail the Proxy Statement (and any amendment or supplement thereto that may be necessary required by Applicable Law) to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated Parent's shareholders and reviewed by stockholders solicit proxies in favor of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent Approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed affected by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentChange.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following after the execution of this Agreement and, in any event prior to the date which is twenty (20) Business Days after the date of this AgreementAgreement (or such later date as Seller and Buyer may agree, in each case acting reasonably), Seller (with the assistance and cooperation of Buyer) shall prepare the Proxy Statement and file it in preliminary form with the SEC. Subject to Section 4.12, the Company Seller Board shall prepare submit the Seller Board Recommendation to Seller’s shareholders and file with shall include such recommendation in the SEC the preliminary Proxy Statement. Each of the Company and Parent Buyer shall furnish provide to Seller all information concerning such person to the other Buyer as may be reasonably requested by Seller in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with Seller in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. The Company Each of Seller and Buyer shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. Each of Seller and Buyer shall notify Parent the other promptly upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide Parent supply the other with copies of all written correspondence between it and such party or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. Each of the Company Seller and Parent Buyer shall use their respective reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC with respect to concerning the Proxy Statement and to resolve such comments with the Company SEC, and Seller shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. Prior to the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to Seller’s stockholders or responding to any comments of from the SEC with respect thereto, the Company (i) shall Seller must provide Parent an Buyer with a reasonable opportunity to review and comment propose comments on such document or response, (ii) which Seller shall give reasonable and consider in good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedfaith. (b) The Company agrees that Subject to Section 4.13(a), Seller shall take all necessary actions in accordance with applicable Law, the Proxy Statement will comply as Organizational Documents of Seller and the rules of New York Stock Exchange to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, recess, reconvening or postponement thereof, the “Seller Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Required Shareholder Approval, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. For the avoidance of doubt, unless this Agreement is validly terminated in accordance with Section 7.1, Seller shall submit this Agreement to the stockholders of Seller at the Seller Shareholders Meeting for the purpose of obtaining the Required Shareholder Approval even if the Seller Board has effected a Seller Board Recommendation Change. Subject to Section 4.12, Seller shall use its reasonable best efforts to obtain the Required Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, Seller may, with the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, Buyer (y) with respect such consent not to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, howeveradjourn, recess, reconvene or postpone the Seller Shareholders Meeting if Seller reasonably believes that (i) such adjournment, recess, reconvening or postponement is necessary to ensure that any required supplement or amendment to the Company may change the record date Proxy Statement is provided to Seller’s shareholders within a reasonable amount of time in advance of the Seller Shareholders‌ Meeting, (ii) after consultation with Buyer, as of the time for which the Seller Shareholders Meeting without prior written consent of Parent is originally scheduled (as set forth in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effectedProxy Statement), (A) there will be an insufficient number of Seller Common Stock present (either in person or by proxy) to constitute a quorum necessary to conduct the Company Board shall include business of the Company Board Recommendation in the Proxy Statement and Seller Shareholders Meeting or (B) there will be an insufficient number of proxies to obtain the Company shall use its reasonable best efforts to solicit votes Required Shareholder Approval or (iii) such adjournment, recess, reconvening or postponement is required by Law or a court or other Governmental Authority of competent jurisdiction in connection with any action, suit or proceeding in connection with this Agreement or the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably transaction contemplated by this Agreement or has been requested by Parentthe SEC or its staff.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following (and in any event within twenty (20) Business Days), unless otherwise extended by the date parties to this Agreement, after the execution of this Agreement, the Company shall prepare the Proxy Statement and file it with the SEC SEC. Except as specifically permitted by Section 5.02(b) and Section 5.02(d), the preliminary Company Board of Directors shall make the Company Board Recommendation to the Company’s shareholders and shall include such recommendation in the Proxy Statement. Each of Parent shall, as promptly as reasonably practicable, provide to the Company and Parent shall furnish all information concerning such person to the other Parent and Merger Sub and their respective Affiliates as may be reasonably requested by the Company in connection with the preparation, filing Proxy Statement and distribution shall otherwise assist and cooperate with the Company in the preparation of the Proxy StatementStatement and the resolution of any comments thereto received from the SEC. Each of the Company, Parent and Merger Sub shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. The Company shall promptly notify Parent promptly upon the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide supply Parent with copies of all written correspondence between it and the Company or any of its representativesRepresentatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. Each of the The Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of received from the SEC with respect to concerning the Proxy Statement and to resolve such comments with the Company SEC, and shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed disseminated to the Company Shareholders its shareholders as promptly as reasonably practicable after the date resolution of any such comments. Prior to the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the shareholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company (i) shall provide Parent an with a reasonable opportunity to review and comment to propose comments on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company shall consider including or Parent which should be set forth incorporating in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayedgood faith. (b) The Company agrees that the Proxy Statement will comply as Subject to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement willSection 5.03(a), at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meetingshall take all necessary actions in accordance with applicable Law, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect Organizational Documents to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Company Shareholders’ Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, ) for the purpose of obtaining the Shareholder ApprovalCompany Required Vote, as promptly as practicable after the SEC or its staff confirms that it has no further comments on the Proxy Statement, regardless of whether any Adverse Recommendation Change has occurred (unless this Agreement is terminated in accordance with Section 7.01). Notwithstanding anything to Unless the contrary in this AgreementCompany Board of Directors has made an Adverse Recommendation Change as specifically permitted by Sections 5.02(b) or 5.02(d), the Company will be permitted Board of Directors shall continue to postpone or adjourn recommend that the Shareholders Meeting if, but only if, (i) Company’s shareholders vote in favor of the Company is unable to obtain a quorum adoption of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders this Agreement and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt the Company Required Vote. Notwithstanding any provision of this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approvalcontrary, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement may adjourn, recess or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that postpone the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Shareholders’ Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (xi) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (yii) after consultation with respect Parent, to Section 5.01(c)(iii), by more than ten the extent necessary to ensure that any supplement or amendment to the Proxy Statement (10) Business Days, or such other amount of time reasonably agreed by that the Company and Parent to be necessary to comply with applicable Law (it being agreed by Board of the parties that such ten (10) Business Day period shall recommence if the Company (Directors has determined in good faith after consultation with outside legal counsel) shall determine supplemental or amended disclosure counsel is required to be filed and disseminated and reviewed by stockholders to the shareholders of the Company during such original ten (10under applicable Law) Business Day period) is provided to the shareholders of the Company within a reasonable amount of time in advance of the Company Shareholders’ Meeting or (ziii) except if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting. (c) Without limiting the generality of the foregoing, the Company agrees that, unless this Agreement is terminated in accordance with respect its terms, and, to postponements or adjournments the extent required under the terms of this Agreement, the Company pays to Parent the Company Termination Fee and Expense Payment as required pursuant to Article VII, (i) its obligations to hold the Company Shareholders’ Meeting pursuant to this Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent 5.03 shall not be unreasonably withheld, conditioned or delayed); provided, however, that affected by the Company may change the record date making of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed an Adverse Recommendation Change by the Company Board is more than 60 days before of Directors or any committee thereof and (ii) its obligations pursuant to this Section 5.03 shall not be affected by the date commencement, public proposal, public disclosure or communication to the Company of the subsequent meetingany Takeover Proposal. The notice of such Shareholders Meeting shall state that a resolution to adopt Unless this Agreement will be considered at the Shareholders Meeting. Except is terminated in accordance with its terms and, to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(crequired under the terms of this Agreement, the Company pays to Parent the Company Termination Fee in accordance with Sections 7.03(a) or (b) or the Expense Payment in accordance with Section 4.02(d) has been effected7.03(b), (A) the Company Board agrees that it shall include not submit to the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes vote of the Company Shareholders in favor Company’s shareholders any Takeover Proposal (other than a Superior Proposal) prior to the vote of obtaining the Shareholder Approval. The Company shall provide updates to Parent Company’s shareholders with respect to the proxy solicitation for Company Required Vote at the Shareholders Meeting (including interim results) as reasonably requested by ParentCompany Shareholders’ Meeting.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly soon as reasonably practicable following the date of this Agreement, and in any event within twenty (20) Business Days from the date hereof, the Company shall prepare and file with the SEC SEC, and Parent and Merger Sub shall cooperate with the preliminary Company in such preparation and filing of, a proxy statement relating to the Company Shareholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”). Each Without limiting the generality of the Company foregoing, each of Parent and Parent shall Merger Sub will (i) furnish all information concerning such person to the other as may Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be reasonably requested set forth in connection with the preparation, filing and distribution of the Proxy StatementStatement and (ii) correct any information provided by it in writing for use in the Proxy Statement which shall have become false or misleading. The Company shall promptly as soon as reasonably practicable notify Parent upon and Merger Sub of the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. The Company shall use reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company Shareholders Company’s shareholders as promptly as reasonably practicable after the date Proxy Statement is cleared by the staff of the SEC staff advises that it has no further comments thereon and that for mailing to the Company’s shareholders. Parent shall provide the Company may commence mailing with all information concerning Parent or the Merger Sub reasonably requested by the Company to be included in the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, response and (ii) shall give include in such document or response all reasonable and good faith consideration to all comments reasonably proposed by Parent and Parent. (iiib) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at If any time prior to the Shareholders Meeting, any information event relating to the CompanyCompany occurs, Parent or if the Company becomes aware of any of their respective affiliatesinformation, officers or directors that should be discovered by the Company or Parent which should be set forth disclosed in an amendment or supplement to the Proxy Statement, so that then the Proxy Statement Company shall not contain any untrue statement promptly inform Parent of a material fact such event or omit to state any material fact required to be stated therein or necessary in order to make the statements thereininformation and shall, in light of accordance with the circumstances under which they are madeprocedures set forth in Section 7.1(a), not misleading, (i) prepare and file with the party that discovers SEC such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing as soon thereafter as is reasonably practicable, and (ii) if appropriate, cause such information shall amendment or supplement to be filed with the SEC and, to the extent required by applicable Law, disseminated mailed to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (bc) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and shall ensure that none of the information included or incorporated by reference in the Proxy Statement (other than information relating to Parent included in the Proxy Statement that was provided by Parent) will, at the date time the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Company Shareholders Meeting, Meeting (or at the time of any amendment adjournment or supplement postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (cd) The Subject to Section 7.3 hereof, the Company shall, shall (i) as promptly as reasonably practicable after following the filing date of the preliminary Proxy Statement with the SECthis Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Company Shareholder ApprovalApproval (the “Company Shareholders Meeting”) and (ii) unless a Change of Recommendation occurs in accordance with the proviso in the immediately succeeding sentence or Section 7.3, (A) use reasonable best efforts to solicit the adoption and approval of this Agreement by the shareholders of the Company, and (B) include in the Proxy Statement the recommendation of the Board of Directors of the Company that the shareholders of the Company adopt and approve this Agreement (the “Company Recommendation”). Notwithstanding Neither the Board of Directors of the Company nor any committee thereof shall directly or indirectly (x) withdraw (or change, modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or change, modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or (y) take any other action or make any other public statement in connection with the Company Shareholders Meeting inconsistent with such Company Recommendation (any action described in this clause (x) or (y) being referred to as a “Change of Recommendation”); provided that, anything to the contrary contained in this AgreementAgreement notwithstanding, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) Board of Directors of the Company is unable to obtain may effect a quorum Change of its shareholders at such time, Recommendation (subject to the extent (and only to the extentCompany having complied with its obligations under Section 7.3) necessary in order to obtain a quorum if such Board of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined Directors determines in good faith (after consultation with outside legal counsel) after receipt of a Superior Proposal that failure to take such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is action could reasonably likely be expected to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection inconsistent with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parentfiduciary obligations.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, but in any event within thirty (30) Business Days, the Company shall prepare prepare, in consultation with Parent, and file cause to be filed with the SEC the Proxy Statement in 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 connection with the preparation, filing and distribution of the Proxy Statementform. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement Statement, and shall shall, as promptly as practicable after receipt thereof, provide Parent with copies of all correspondence between it the Company and its representativesRepresentatives, on the one hand, and the SEC, on the other hand. Each of , and all written comments with respect to the Proxy Statement received by the Company from the SEC and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any resolve all comments of received from the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC or its staff advises that it has no further comments thereon and that the Company may commence mailing concerning the Proxy Statement. Notwithstanding the foregoingParent shall, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC and shall cause its Representatives to, reasonably assist and cooperate with respect thereto, the Company and its Representatives in the resolution of any such comments. The Company shall ensure that (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements applicable provisions of the Exchange Act and the rules and regulations thereunder, (provided that that Company is not and will not be responsible for any information supplied to the Company by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement), and (ii) none of the information included supplied or incorporated to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement will, at on the date the Proxy Statement it is filed with the SEC or first mailed to the shareholders of the Company or and at the time of the Company Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Company will cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement and consistent with the date of the Company’s Shareholder Meeting. Prior to the filing of the preliminary and/or definitive draft of the Proxy Statement with the SEC, except 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 a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document or response) and the Company shall consider in good faith any comments; provided, however, that no covenant is made the foregoing shall not apply with respect to a Takeover Proposal, a Superior Proposal, a Company Adverse Recommendation Change, or any matters relating thereto. Each of Parent and Merger Sub shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including promptly furnishing to the Company in writing upon reasonable request by the Company with respect information relating to statements made Parent or Merger Sub, as applicable, as may be required to be set forth in the Proxy Statement based on under applicable Law. Each of the Parent and Merger Sub agrees that such information supplied by it in writing by or on behalf of Parent specifically for inclusion (or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference reference) in the Proxy Statement willwill not, at on the date the Proxy Statement it is filed with the SEC or first mailed to the shareholders of the Company or and at the time of the Company Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If, at any time prior to the Company Shareholder Meeting, any information relating to Parent or Merger Sub or any of their respective Affiliates, officers or directors, should be discovered by Parent or Merger Sub which, in the reasonable judgment of Parent, should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent (or Merger Sub, as the case may be) shall promptly notify the Company so that the Company, in consultation with Parent, may file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such amendment or supplement to the shareholders of the Company. If, at any time prior to the Company Shareholder Meeting, any information relating to the Company or any of its respective Affiliates, officers or directors should be discovered by the Company which, in the reasonable judgment of the Company, should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify Parent and the Company, in consultation with Parent, shall file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, disseminate such amendment or supplement to the shareholders of the Company. For purposes of this Section 5.2, any information concerning or related to the Company, its Affiliates or the Company Shareholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent or its Affiliates will be deemed to have been provided by Parent. (cb) The Company shall, as promptly as reasonably practicable after the filing date of this Agreement, in accordance with applicable Law, the preliminary Proxy Statement with Company Charter Documents and the SECNasdaq rules, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders to consider the approval of this Agreement, the plan of merger and such other matters as may be then reasonably required (such meeting, including any adjournment or postponement thereof, is referred to as the “Company Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders; provided, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreementhowever, that, after consultation with Parent, the Company will shall be permitted to delay or postpone or adjourn convening the Company Shareholders Meeting if, but only if, (i) with the Company is unable to obtain a quorum prior written consent of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicableParent, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation absence of proxies for purposes of obtaining the Shareholder Approvala quorum, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that which the Company has determined, after consultation with outside legal counsel, determined in good faith is reasonably likely to be required necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company Company’s shareholders prior to the Shareholder Company Shareholders Meeting as necessary under applicable Law, or (iv) to allow additional solicitation of votes in order to obtain the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Except if there has been a Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, Adverse Recommendation Change in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and5.3(d), in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes from its shareholders proxies in favor of the approval of this Agreement and secure the Company Shareholder Approval. (c) Subject to Section 5.3 and the right of the Company Shareholders Board to make a Company Adverse Recommendation Change pursuant thereto, unless and until there has been a Company Adverse Recommendation Change in favor of obtaining accordance with Section 5.3, the Shareholder Approval. The Company shall provide updates to Parent with respect shall, through the Company Board, include the Company Board Recommendation in the preliminary and definitive Proxy Statement and recommend to the proxy solicitation for Company’s shareholders that they vote to approve the Shareholders Meeting merger, this Agreement, and the plan of merger set forth herein. Subject to the Company’s right to terminate this Agreement under Section 7.1(d)(ii), the Company agrees that Company’s obligations under this Section 5.2 shall not be affected (including interim resultsi) as reasonably requested by Parentthe commencement, public proposal or communication to the Company of a Takeover Proposal, or (ii) by the withdrawal or modification by the Company Board of the Company Board Recommendation.

Preparation of the Proxy Statement; Shareholders Meeting. Offering Circular. ----------------- (a) As If the approval of this Agreement by the Shareholders is required by law, the Company and Parent shall, as promptly as reasonably practicable following the date expiration of this Agreementthe Offer (provided that the Minimum Tender Condition shall have been satisfied), the Company shall prepare and file with the SEC a proxy statement or information statement relating to the preliminary Shareholder Approval (as amended or supplemented from time to time, the "Proxy Statement. Each ") and the Company shall use its commercially --------------- reasonable efforts to have the Proxy Statement promptly declared effective by the SEC and to cause the Proxy Statement to be mailed to the Shareholders as promptly as practicable following the expiration of the Company and Parent shall furnish all information concerning such person to the other as may be reasonably requested Offer in connection accordance with the preparation, filing and distribution provisions of the Proxy StatementMBCL. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it the Company and its representatives, on the one hand, and the SECSEC and its staff, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an a reasonable opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document, document or respond to the SEC, SEC prior to receiving the approval of Parent's approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. (b) If the approval of this Agreement by the Shareholders is required by law, the Company shall, as promptly as practicable following the expiration of the Offer (provided that the Minimum Tender Condition shall have been satisfied), establish a record date (which will be as promptly as reasonably practicable following the expiration of the Offer) for, duly call, give notice of, convene and hold a meeting of the Shareholders (the "Shareholders Meeting") for the purpose of obtaining the --------------------- Shareholder Approval. IfSubject to Section 5.3(e), the Company shall, through the Board of Directors, declare advisable and recommend to its Shareholders that they approve this Agreement, and shall include such recommendation in the Proxy Statement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company or any other person of any Acquisition Proposal or (ii) the withdrawal or modification by the Board of Directors of its approval or recommendation of the Offer, the Merger or this Agreement. (c) The Company represents and warrants that the information (other than information with respect to Parent and Merger Sub which is supplied by Parent and Merger Sub in writing to the Company specifically for use in the Proxy Statement) contained in the Proxy Statement will not, at any time prior the date of mailing to the Shareholders or at the date of such Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement which, at the time and in light of a material fact the circumstances under which it is made, is false or omit misleading with respect to state any material fact required to be stated therein or necessary to correct any statement in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed any earlier communication with the SEC and, respect to the extent required by applicable Law, disseminated to the shareholders solicitation of the Companyproxies for such Shareholders Meeting. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees represents and warrants that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none the rules and regulations of the SEC thereunder. Parent and Merger Sub represent and warrant that the information included or incorporated supplied by reference Parent and Merger Sub in writing to the Company specifically for use in the Proxy Statement willwill not, at the date the Proxy Statement is filed with the SEC or mailed of mailing to the shareholders of the Company Shareholders or at the time date of the Shareholders Meeting, or contain any statement which, at the time and in light of any amendment the circumstances under which it is made, is false or supplement thereof, contain any untrue statement of a material fact or omit misleading with respect to state any material fact required to be stated therein or necessary to correct any statement in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company any earlier communication with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder ApprovalShareholders Meeting. (d) Notwithstanding Section 6.1(a), (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by the SEC with respect to the Proxy Statement or (B) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(ib) or (c)(iic), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental Parent, Merger Sub or amended disclosure is required any other Subsidiary of Parent acquires, directly or indirectly, at least 90% of the outstanding Company Common Shares pursuant to be disseminated to shareholdersthe Offer or otherwise, the meeting is postponed or adjourned, parties hereto will take all necessary and appropriate action to cause the Merger to become effective in accordance with this Section 5.01(c) or (2) 82 of the Company postpones MBCL without a meeting of the Shareholders Meeting at as soon as practicable after the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement acceptance for payment and (B) the Company shall use its reasonable best efforts to solicit votes purchase of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Common Shares by Parent with respect pursuant to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by ParentOffer.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As Subject to Section 7.3(b)(i), as promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file cause to be filed with the SEC a preliminary proxy statement (together with any amendments or supplements thereto, the preliminary “Proxy Statement. Each ”) to be sent to holders of Shares (the “Company Shareholders”) relating to the meeting of Company Shareholders (the “Company Shareholders Meeting”) to seek to obtain the Company Shareholder Approval. Parent and Parent Merger Sub shall furnish all information concerning such person Parent, Merger Sub and their Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all substantive correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Each of the The Company and Parent shall use its reasonable best efforts to respond resolve as promptly as reasonably practicable to any comments of from the SEC with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed Statement. (b) If prior to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. Notwithstanding the foregoingEffective Time, prior any event occurs with respect to filing or mailing the Proxy Statement (Parent, or any amendment or supplement thereto) or responding to any comments of the SEC change occurs with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed other information supplied by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth Merger Sub for inclusion in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact which is required to be stated therein described in an amendment of, or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadinga supplement to, the party that discovers such information Proxy Statement, Parent shall promptly notify the other parties heretoCompany of such event, and an appropriate amendment or supplement describing such information the Company and Parent and Merger Sub shall be filed cooperate in the prompt filing by the Company with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no any necessary amendment or supplement to the Proxy Statement will be made and, if required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. (c) If prior to the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company without for inclusion in the approval of ParentProxy Statement, which approval is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall not be unreasonably withheldpromptly notify Parent of such event, conditioned and the Company and Parent and Merger Sub shall cooperate in the prompt filing by the Company with the SEC of any necessary amendment or delayedsupplement to the Proxy Statement and, if required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. (bd) The Company agrees that shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement will comply (such comments to be provided as promptly as reasonably possible) and any amendment or supplement to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement willand related communications with the SEC and shall consider Parent’s comments in good faith. (e) The Company shall, at as soon as reasonably practicable following the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made cleared by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC, establish a record date for, duly call, give notice of, convene and hold a meeting the Company Shareholders Meeting for the purpose of its shareholders (seeking the “Shareholders Meeting”)Company Shareholder Approval. The Company shall (i) cause the Proxy Statement to be mailed to the Company Shareholders and to hold the Company Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement is cleared by the SEC and (ii) subject to Section 7.3, solicit, and use reasonable best efforts to obtain, the Company ShareholdersShareholder Approval, including engaging a proxy solicitation firm for the purpose of obtaining the Shareholder Approval. Notwithstanding anything to the contrary assisting in this Agreement, the Company will be permitted to postpone or adjourn the Shareholders Meeting if, but only if, (i) the Company is unable to obtain a quorum of its shareholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its shareholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes the Company Shareholders Meeting. Except to the extent that the Company Board shall have made a Qualifying Change of obtaining the Shareholder Approval, Recommendation in accordance with Section 7.3: (iiiA) the Company shall include the Company Board has determined Recommendation in good faith the Proxy Statement; and (B) the Company may, after consultation with outside legal counselParent, adjourn, recess or postpone the Company Shareholders Meeting only (1) that such delay is to the extent required by applicable Law (A) to comply with comments made by the SEC with respect ensure that any required supplement or amendment to the Proxy Statement or (B) is provided to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders Shareholders within a reasonable amount of time in advance of the Company prior Shareholders Meeting; (2) to the Shareholder Meeting or (iv) the Company is extent required to do so by a court of competent jurisdiction in connection with any Transaction LitigationAction in connection with this Agreement or the Merger; provided(3) if, however, that in no event will as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting; provided that the Company shall not be postponed required to adjourn the Company Shareholders Meeting under this provision on more than two occasions and shall not be required to adjourn the Company Shareholders Meeting past the Outside Date; or adjourned (x4) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time in each case for the minimum duration reasonably agreed by the Company and Parent to be necessary to comply with applicable Law remedy the circumstances giving rise to such adjournment, recess or postponement. (it being agreed by the parties that such ten (10f) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction shall provide written notice to Parent of Parent, postpone or adjourn the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date of the Shareholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the meeting is postponed or adjourned, in accordance with this Section 5.01(c) or (2) the Company postpones the Shareholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes respect of the Company Shareholders in favor of obtaining the Shareholder Approval. The Company shall provide updates to Parent with respect Meeting. (g) Notwithstanding anything to the proxy solicitation contrary herein (including any Change of Recommendation), unless this Agreement has been terminated in accordance with its terms prior to the time of the Company Shareholders Meeting, the Company Shareholders Meeting shall be convened and this Agreement shall be submitted to the Company Shareholders at the Company Shareholders Meeting for the purpose of allowing the Company Shareholders Meeting (including interim results) as reasonably requested by Parentto vote on the Company Shareholders Approval in accordance with the terms of this Agreement, and nothing contained herein shall be deemed to relieve the Company of such obligations.

Preparation of the Proxy Statement; Shareholders Meeting. (a) As promptly If the approval of this Agreement by the Company's shareholders is required by Law, as soon as reasonably practicable following the date expiration of this Agreementthe Offer, the Company shall and Parent shall, at Parent's request, prepare and file with the SEC the Proxy Statement in preliminary Proxy Statement. Each form, and each of the Company and Parent shall furnish all information concerning such person use its reasonable best efforts to the other respond as may be promptly as reasonably requested in connection with the preparation, filing and distribution practicable to any comments of the Proxy StatementSEC with respect thereto. The Company shall promptly notify Parent upon promptly of the receipt of any comments from the SEC or its staff or and of any request from by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall provide supply Parent with copies of all correspondence between it and the Company or any of its representatives, on the one hand, and the SECSEC or its staff, on the other hand. Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC , with respect to the Proxy Statement and the Company shall cause the definitive Proxy Statement to be mailed to the Company Shareholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement. 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 Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent and (iii) shall not file or mail such document, or respond to the SEC, prior to receiving the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. If, If at any time prior to the Shareholders Meeting, any information relating to the Company, Parent or any receipt of their respective affiliates, officers or directors should be discovered by the Company or Parent which Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement Company shall as promptly as reasonably practicable prepare and mail to its shareholders such an amendment or supplement. The Company shall not contain mail any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the shareholders of the Company. Except in connection with an Adverse Recommendation Change, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Company agrees that the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or mailed to the shareholders of the Company or at the time of the Shareholders MeetingStatement, or at the time of any amendment or supplement thereofthereto, contain any untrue statement of a material fact or omit to state any material fact required which Parent reasonably objects. Subject to be stated therein or necessary in order to make the statements thereinforegoing, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect shall use its reasonable best efforts to statements made in cause the Proxy Statement based on information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference therein. Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement will, at the date the Proxy Statement is filed with the SEC or to be mailed to the Company's shareholders of the Company or at the time of the Shareholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC. (b) If the approval of this Agreement by the Company's shareholders is required by Law, establish a record date forat Parent's request, as soon as reasonably practicable following the expiration of the Offer, the Company shall duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”). The Company shall cause the Shareholders Meeting to be held as promptly as reasonably practicable following the date of mailing of the Proxy Statement to the Company Shareholders, "COMPANY SHAREHOLDERS MEETING") for the purpose of obtaining seeking the Company Shareholder Approval. Notwithstanding anything to Without limiting the contrary in this Agreementgenerality of the foregoing, the Company will agrees that its obligations pursuant to the first sentence of this Section 6.01 (b) shall not be permitted to postpone or adjourn the Shareholders Meeting if, but only if, affected by (i) the Company is unable to obtain a quorum of its shareholders at such timecommencement, public proposal, public disclosure or communication to the extent (and only to the extent) necessary in order to obtain a quorum Company of its shareholders and the any Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, Takeover Proposal or (ii) there are not sufficient affirmative votes in person the withdrawal or modification by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Shareholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law (A) to comply with comments made by of its approval or recommendation of this Agreement or the SEC with respect to Merger. Notwithstanding the Proxy Statement foregoing, if Sub or (B) to allow reasonable additional time for the filing or mailing any other subsidiary of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders Parent shall acquire at least 90% of the outstanding shares of each series of Company prior to the Shareholder Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; providedCapital Stock, however, that in no event will the Shareholders Meeting be postponed or adjourned (x) with respect to Section 5.01(c)(i) or (c)(ii), by more than thirty (30) days after the date on which the Shareholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (y) with respect to Section 5.01(c)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (z) except with respect to postponements or adjournments pursuant to Section 5.01(c)(iv), by more than ten (10) days at a time without the prior written consent of Parent. The Company shall, at the instruction request of Parent, postpone or adjourn take all necessary and appropriate action to cause the Shareholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting Merger to adopt this Agreement to allow reasonable time for become effective as soon as reasonably practicable after the solicitation of proxies for purposes of obtaining the Shareholder Approval. In no event will the record date expiration of the Shareholders Meeting be changed Offer without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Shareholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to shareholders, the a shareholders meeting is postponed or adjourned, in accordance with this Section 5.01(c60.491 of the ORS. (c) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Sub or (2) the Company postpones the Shareholders Meeting at the instruction any other subsidiary of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than 60 days before the date of the subsequent meeting. The notice of such Shareholders Meeting shall state that a resolution to adopt this Agreement will be considered at the Shareholders Meeting. Except to the extent an Adverse Recommendation Change expressly permitted by Section 4.02(c) or Section 4.02(d) has been effected, (A) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (B) the Company shall use its reasonable best efforts to solicit votes of the Company Shareholders voted in favor of obtaining this Agreement and the Shareholder Approval. The Company shall provide updates to Parent with respect to the proxy solicitation for the Shareholders Meeting (including interim results) as reasonably requested by Parenttransactions contemplated hereby.