Common use of Proxy Statement; Special Meeting Clause in Contracts

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of,: (i) the adoption of this Agreement and the approval of the Merger ("Parent Stockholder Approval"); (ii) the change of the name of Parent to a name selected by the Company (the "Name Change Amendment"); (iii) an increase in the number of authorized shares of Parent Common Stock to 100,000,000 (the "Capitalization Amendment"); (iv) an amendment to remove the preamble and Sections A through D, inclusive, of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth; and (v) the adoption of a Performance Equity Plan in the form attached hereto as Exhibit F (the "Parent Plan"), at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of 2,400,000 shares of Parent Common Stock shall be reserved for issuance pursuant to the Parent Plan. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock (the "Proxy Statement"). The Company shall furnish to Parent all information concerning the Company as Parent may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following its approval by the Commission, Parent shall distribute the Proxy Statement to the holders of Parent Common Stock and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the stockholders of Parent for approval or adoption at the Special Meeting, including, without limitation, the matters described Section 5.1(a). (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of date of its distribution to the holders of Parent Common Stock (or any amendment or supplement thereto) or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Parent, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger, and shall otherwise use reasonable best efforts to obtain the Parent Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of,: of (i) the adoption of this Agreement and the approval of the Merger ("Parent Stockholder Approval"); , (ii) the change of the name of Parent to a name selected mutually by Parent and the Company (the "Name Change Amendment"); , (iii) an increase in the number of authorized shares of Parent Common Stock to 100,000,000 60,000,000 (the "Capitalization Amendment"); , (iv) an amendment to remove the preamble and Sections sections A through D, inclusive, inclusive of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth; , and (v) the adoption of a Performance an Equity Incentive Plan in the form attached hereto as Exhibit F (the "Parent Plan"), ) at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of 2,400,000 2,750,000 shares of Parent Common Stock shall be authorized and reserved for issuance pursuant to the Parent PlanPlan and shall also provide that, at any time, the cumulative number of shares of Parent Common Stock subject to awards granted and outstanding thereunder shall not exceed 10% of the number of shares of Parent Common Stock then outstanding. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock for the matters to be acted upon at the Special Meeting (the "Proxy Statement"). The Company shall furnish to Parent all information concerning the Company as Parent may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for issuance distribution by the SEC as promptly as practicable. Parent shall also take any and all such actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following its the approval for distribution of the Proxy Statement by the CommissionSEC, Parent shall distribute the Proxy Statement to the holders of Parent Common Stock and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the stockholders of Parent for approval or adoption at the Special Meeting, including, without limitation, the matters described in Section 5.1(a). (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement does not, as of the date on which it is first distributed to the holders of Parent Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of the date of its distribution to on which the holders of Parent Common Stock Proxy Statement (or any amendment or supplement thereto) is first distributed to the holders of Parent Common Stock or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Parent, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger, and shall otherwise use reasonable best efforts to obtain the Parent Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon promptly as is reasonably practicable after receipt by Parent from the Company of all financial date hereof, and other information relating in any event on or prior to February 14, 2008, the Company as Parent may reasonably request for its preparation, Parent Buyer shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, a preliminary proxy statement pursuant to Section 14(a) of Exchange Act (the “Preliminary Proxy Statement”), which shall include proxy materials for the purpose of soliciting proxies from holders of Parent Common the Buyer’s Stock to vote in favor of,: (i) of the adoption of this Agreement and the approval of the Merger transactions set forth therein ("Parent “Buyer Stockholder Approval"); (ii”) the change of the name of Parent to a name selected by the Company (the "Name Change Amendment"); (iii) an increase in the number of authorized shares of Parent Common Stock to 100,000,000 (the "Capitalization Amendment"); (iv) an amendment to remove the preamble and Sections A through D, inclusive, of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth; and (v) the adoption of a Performance Equity Plan in the form attached hereto as Exhibit F (the "Parent Plan"), at a meeting of the holders of Parent Common the Buyer’s Stock to be called and held for such purpose (the "“Special Meeting"). The Parent Plan shall provide that an aggregate of 2,400,000 shares of Parent Common Stock shall be reserved for issuance pursuant to the Parent Plan”) as provided below. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock (the "Proxy Statement")Buyer’s Stock. The Company shall furnish to Parent the Buyer all information concerning the Company as Parent the Buyer may reasonably request in connection with the preparation of the Preliminary Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, Buyer shall promptly respond to any SEC comments on the Preliminary Proxy Statement Statement, with the assistance of the Company, and shall otherwise use commercially reasonable best efforts to cause resolve any such SEC comments relating to the Preliminary Proxy Statement to be approved for issuance by the SEC as promptly as practicableStatement. Parent The Buyer shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior Notwithstanding the foregoing, prior to filing the Closing Date, Parent shall use its reasonable best efforts Preliminary Proxy Statement or the Definitive Proxy Statement or mailing the Definitive Proxy Statement (or any amendment or supplement thereto) or responding to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each any comments of the states SEC with respect thereto, the Buyer shall provide the Sellers’ Representative with an opportunity to review and territories of the United States in which it is believed, based comment on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdictiondocument or response. (b) As soon promptly as practicable (and in any event within five (5) Business Days) following its approval by the Commissionresolution of any SEC comments on the Preliminary Proxy Statement, Parent the Buyer shall file and distribute a definitive proxy statement pursuant to Section 14(a) of the Exchange Act (the “Definitive Proxy Statement Statement”) to the holders of Parent Common the Buyer’s Stock and, pursuant thereto, shall shall, as promptly as permitted under applicable Law and in its Charter and by-laws, call the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented transactions set forth therein to the stockholders of Parent the Buyer for approval or adoption at the Special Meeting, including, without limitation, the matters described Section 5.1(a). (c) Parent The Buyer shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Preliminary Proxy Statement and Definitive Proxy Statement, as applicable, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent the Company shall ensure that the Definitive Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common the Buyer’s Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent the Buyer shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Preliminary Proxy Statement or Definitive Proxy Statement). The Company represents covenants and warrants agrees that the information relating to the Company supplied by the Company for inclusion in the Preliminary Proxy Statement or Definitive Proxy Statement will not not, as of the filing date of its distribution to the holders of Parent Common Stock Preliminary Proxy Statement or Definitive Proxy Statement (or any amendment or supplement thereto) or ), as the case may be, or, in the case of the Definitive Proxy Statement, at the time of the Special Meeting Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) ParentThe Buyer, acting through its board of directors, shall include in the Preliminary Proxy Statement and the Definitive Proxy Statement the recommendation of its board of directors that the holders of Parent Common the Buyer’s Stock vote in favor of the adoption of this Agreement and the approval of the Mergertransactions set forth therein, and shall otherwise use commercially reasonable best efforts to obtain the Parent Buyer Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent Purchaser from the Company of all financial and other information relating to the Company as Parent Purchaser may reasonably request for its preparation, Parent Purchaser shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Purchaser Stock to vote vote, at a meeting of holders of Purchaser Stock to be called and held for such purpose (the “Special Meeting”), in favor of,: of (i) the adoption of this Agreement and the approval of the Merger transactions contemplated by this Agreement ("Parent the “Purchaser Stockholder Approval"”); , (ii) the change of the name of Parent Purchaser to a name selected by the Company Purchaser (the "“Name Change Amendment"”); , (iii) an increase in the number of authorized shares of Parent Common Company Stock to 100,000,000 (the "Capitalization Amendment"); 200,000,000 and (iv) an amendment adjournment of the Special Meeting if, at the time it is called to remove order, there are insufficient votes to obtain the preamble Purchaser Stockholder Approval or the holders of forty percent (40%) or more of the shares of Purchaser Stock issued in Purchaser’s initial public offering of securities and Sections A through D, inclusive, of Article Sixth from Parent's Certificate of Incorporation from and after outstanding immediately before the Closing and shall have exercised their rights to redesignate section E convert their shares into a pro rata share of Article Sixth as Article Sixth; and (v) the adoption of a Performance Equity Plan Trust Fund in the form attached hereto as Exhibit F (the "Parent Plan"), at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of 2,400,000 shares of Parent Common Stock shall be reserved for issuance pursuant to the Parent Planaccordance with Purchaser’s Charter Documents. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Purchaser Stock for the matters to be acted upon at the Special Meeting (the "“Proxy Statement"”). The Company shall use its reasonable efforts to furnish to Parent Purchaser all information concerning the Company as Parent Purchaser may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement such proxy materials, including amendments thereto, prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond their distribution to Purchaser’s stockholders and Purchaser will not distribute any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on documents containing information furnished by the Company, holders of that the Company Common Stock reside has reasonably determined is incorrect or misleading and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger notified Purchaser in each such jurisdictionwriting thereof. (b) As soon as practicable following its approval by the Commissionpreparation of the definitive Proxy Statement, Parent Purchaser shall distribute the Proxy Statement to the holders of Parent Common Purchaser Stock and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL Companies Law of the Cayman Islands (the “Companies Law”) and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger transactions contemplated by this Agreement and the other matters presented to the stockholders of Parent for approval or adoption at the Special Meeting, including, without limitation, the matters described Section 5.1(a). (c) Parent Purchaser shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL Companies Law in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent Purchaser shall ensure that the Proxy Statement does not, as of the date on which it the Proxy Statement is first distributed to the holders stockholders of Parent Common StockPurchaser, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent Purchaser shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not not, as of the date of its distribution on which the Proxy Statement is first distributed to the holders stockholders of Parent Common Stock (or any amendment or supplement thereto) Purchaser or at the time of the Special Meeting Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) ParentPurchaser, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Parent Common Purchaser Stock vote in favor of the adoption of this Agreement and the approval of the Mergertransactions contemplated by this Agreement, and shall otherwise use reasonable best efforts to obtain the Parent Purchaser Stockholder Approval. (e) The Company and the Shareholder shall cooperate with Purchaser and use its reasonable efforts to provide all information reasonably requested by Purchaser in connection with any application or other filing made to maintain or secure listing for trading or quotation of Purchaser’s securities on the Nasdaq Stock Exchange or the OTC BB following the Closing.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparationdate hereof, Parent GSME shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock GSME Shares to vote vote, at a meeting of holders of GSME Shares to be called and held for such purpose (the “Special Meeting”), in favor of,: of (i) the adoption of this Agreement and the approval of the Merger and the transactions contemplated by this Agreement ("Parent Stockholder the “GSME Shareholder Approval"”); , (ii) the change of the name of Parent GSME to a name selected by the Company (the "Name Change Amendment"); “Plastec Technologies, Ltd.”, (iii) an increase in the number of authorized shares of Parent Common Stock ordinary GSME Shares to 100,000,000 one hundred million (the "Capitalization Amendment"100,000,000); , (iv) an amendment adjournment of the Special Meeting if, at the time it is called to remove order, there are insufficient votes to obtain GSME Shareholder Approval or the preamble holders of eighty-one percent (81%) or more in interest of the GSME Shares issued in GSME’s IPO and Sections A through D, inclusive, of Article Sixth from Parent's Certificate of Incorporation from and after outstanding immediately before the Closing and shall have exercised their rights to redesignate section E convert their shares into a pro rata share of Article Sixth as Article Sixth; the Trust Fund in accordance with GSME’s Charter Documents and (v) such other matters necessary for the adoption consummation of a Performance Equity Plan in the form attached hereto as Exhibit F (the "Parent Plan"), at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of 2,400,000 shares of Parent Common Stock shall be reserved for issuance pursuant to the Parent Plantransactions contemplated hereby. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock GSME Shares for the matters to be acted upon at the Special Meeting (the "“Proxy Statement"”). The Company Plastec shall furnish to Parent GSME all information concerning the Company Plastec as Parent GSME may reasonably request in connection with the preparation of the Proxy Statement. The Company Plastec and its counsel shall be given an a reasonable opportunity to review and comment on the Proxy Statement such proxy materials prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond their distribution to GSME’s shareholders and GSME will not distribute any SEC comments on the Proxy Statement documents containing information that Plastec has reasonably determined is incorrect or misleading and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States notified GSME in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdictionwriting thereof. (b) As soon as practicable following its approval by the Commissionpreparation of the definitive Proxy Statement, Parent GSME shall distribute the Proxy Statement to the holders of Parent Common Stock GSME Shares and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL Companies Law (Revised) of the Cayman Islands (the “Companies Law”) and GSME’s Charter Documents and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other transactions contemplated by this Agreement and the other matters presented to the stockholders of Parent for approval or adoption at the Special Meeting, including, without limitation, the matters described Section 5.1(a). (c) Parent GSME shall comply use its best efforts to ensure that the Proxy Statement (i) includes the information GSME believes would have been required to be provided to shareholders had GSME not been a “foreign private issuer” (as defined in the Exchange Act) but still had a class of equity securities registered under Section 12 of the Exchange Act and (ii) complies with all applicable provisions of the Companies Law and rules under the Exchange Act and all applicable provisions of the DGCL GSME’s Charter Documents in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent GSME shall ensure that the Proxy Statement does not, as of the date on which it the Proxy Statement is first distributed to the holders shareholders of Parent Common StockGSME, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent GSME shall not be responsible for the accuracy or completeness of any information relating to the Company Plastec or any other information furnished by the Company Plastec for inclusion in the Proxy Statement). The Company Plastec represents and warrants that so long as GSME is in compliance with the terms of this Section 6.1, the information relating to the Company Plastec supplied by the Company Plastec for inclusion in the Proxy Statement will not not, as of the date of its distribution on which the Proxy Statement is first distributed to the holders shareholders of Parent Common Stock (or any amendment or supplement thereto) GSME or at the time of the Special Meeting Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) ParentGSME, acting through its board Board of directorsDirectors, shall include in the Proxy Statement the unanimous recommendation of its board Board of directors Directors that the holders of Parent Common Stock GSME Shares vote in favor of the adoption of this Agreement and the approval of the Mergertransactions contemplated by this Agreement, and shall otherwise use reasonable best efforts to obtain the Parent Stockholder GSME Shareholder Approval. (e) Plastec and each of the Plastec Shareholders shall cooperate with GSME and use commercially reasonable efforts to provide all information reasonably requested by GSME in connection with any application or other filing made to secure listing for trading or quotation of GSME’s securities on the Nasdaq Stock Market following the Effective Time.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of,: of (i) the adoption of this Agreement and the approval of the Merger ("“Parent Stockholder Approval"”); , (ii) the change of the name of Parent to a name selected by the Company (the "“Name Change Amendment"”); , (iii) an increase in the number of authorized shares of Parent Common Stock to 100,000,000 75,000,000 (the "“Capitalization Amendment"”); , (iv) an amendment to remove the preamble and Sections sections A through D, inclusive, inclusive of Article Sixth from Parent's ’s Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth; , and (v) the adoption of a Performance Equity an Incentive Stock Option Plan in the form attached hereto as Exhibit F (the "“Parent Plan"), ”) at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "“Special Meeting"”). The Parent Plan shall provide that an aggregate of 2,400,000 2,850,000 shares of Parent Common Stock (or such higher number of shares as shall be agreed to by Parent and the Company) shall be reserved for issuance pursuant to the Parent Plan. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock and also for the purpose of issuing the Parent Common Stock to holders of Company Capital Stock in connection with the Merger (the "“Proxy Statement"”). The Company shall furnish to Parent all information concerning the Company as Parent may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for issuance declared effective by the SEC as promptly as practicable. Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Capital Stock and Notes reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following its approval the approved by the CommissionSEC, Parent shall distribute the Proxy Statement to the holders of Parent Common Stock and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL Delaware General Corporation Law (“DGCL”) and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the stockholders of Parent for approval or adoption at the Special Meeting. Parent shall also distribute the Proxy Statement to the holders of Company Capital Stock for informational purposes and shall include therewith a notice, includingprepared by the Company, without limitation, advising such holders of their dissenters’ rights pursuant to the matters described Section 5.1(a)CGCL. (c) Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement does not, as of the date on which it the Proxy Statement is first distributed to the holders stockholders of Parent Common StockParent, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of the date of its distribution to on which the holders of Parent Common Stock Proxy Statement is declared effective (or any amendment or supplement thereto) or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) Parent, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Merger, and shall otherwise use reasonable best efforts to obtain the Parent Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon promptly as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to date hereof, the Company as Parent may reasonably request for its preparation, Parent shall prepare and file with the SEC under a proxy statement (the Exchange Act“Parent Proxy Statement”), and with all other applicable regulatory bodies, which shall include proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of,: of (i) the adoption of this Agreement and the approval of the Merger ("Parent Stockholder Approval"); transactions set forth herein, (ii) the change amendment and restatement of the name Parent’s certificate of Parent to a name selected by the Company (the "Name Change Amendment"); (iii) an increase in the number of authorized shares of Parent Common Stock to 100,000,000 (the "Capitalization Amendment"); (iv) an amendment to remove the preamble and Sections A through D, inclusive, of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth; and (v) the adoption of a Performance Equity Plan incorporation in the form attached hereto as Exhibit F A, (iii) the "Parent Plan")adoption of the Stock Incentive Plan and the Cash Bonus Plan and (iv) the change of the Parent’s name to Workflow Corporation, at a meeting of the holders of Parent Common Stock to be called and held for such purpose (the "“Special Meeting"”). The Parent Plan Registration Statement shall provide that an aggregate of 2,400,000 shares of Parent Common Stock also include the Company Proxy Statement which shall be reserved for issuance pursuant to the Parent Plan. Such include proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common the Company’s Capital Stock to vote in favor of the adoption of this Agreement and the Mergers. (the "Proxy Statement"). b) The Company shall furnish to the Parent all information concerning the Company as the Parent may reasonably request in connection with the preparation of the Parent Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Parent Proxy Statement Statement, and shall otherwise use commercially reasonable efforts to resolve any such SEC comments relating to the Parent Proxy Statement. Notwithstanding the foregoing, prior to filing or mailing the Parent Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Parent shall provide the Company and the Securityholders’ Representative with an opportunity to review and comment on such document or response. (c) The Parent shall use its commercially reasonable best efforts to cause the Parent Proxy Statement to be approved for issuance by the SEC mailed to its stockholders as promptly as practicablepracticable after resolution of all SEC comments. Parent shall also take any shall, as promptly as permitted under applicable Law and all such actions to satisfy the requirements of the Securities Act in its charter and the Exchange Act. Prior to the Closing Dateby-laws, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following its approval by the Commission, Parent shall distribute the Proxy Statement to the holders of Parent Common Stock and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented transactions set forth therein to the stockholders holders of Parent Common Stock for approval or adoption at the Special Meeting, including, without limitation, the matters described Section 5.1(a). (cd) The Parent shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution mailing of the Parent Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special MeetingMeeting and the issuance of the shares of Parent Common Stock. Without limiting the foregoing, the Parent shall ensure that the Parent Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Parent Proxy Statement). The Company represents covenants and warrants agrees that the information relating to the Company supplied by the Company for inclusion in the Parent Proxy Statement will not not, as of the mailing date of its distribution to the holders of Parent Common Stock Proxy Statement (or any amendment or supplement thereto) or ), at the time of the Special Meeting Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (de) The Parent, acting through its board of directors, shall include in the Parent Proxy Statement the recommendation of its board of directors that the holders of Parent Common Stock vote in favor of the adoption of this Agreement and the approval of the Mergertransactions set forth therein, and shall otherwise use commercially reasonable best efforts to obtain the Parent Stockholder Approval.

Proxy Statement; Special Meeting. (a) As soon promptly as is reasonably practicable practical after receipt by Parent from the Company execution of all financial and other information relating to the Company as Parent may reasonably request for its preparationthis Agreement, Parent Seller shall prepare and file with the SEC the Proxy Statement under the Exchange Act, and with all other applicable regulatory bodies, proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of,: (i) the adoption of this Agreement and the approval of the Merger ("Parent Stockholder Approval"); (ii) the change of the name of Parent to a name selected by the Company (the "Name Change Amendment"); (iii) an increase in the number of authorized shares of Parent Common Stock to 100,000,000 (the "Capitalization Amendment"); (iv) an amendment to remove the preamble and Sections A through D, inclusive, of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth; and (v) the adoption of a Performance Equity Plan in the form attached hereto as Exhibit F (the "Parent Plan"), at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of 2,400,000 shares of Parent Common Stock shall be reserved for issuance pursuant to the Parent Plan. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent Common Stock (the "Proxy Statement"). The Company shall furnish to Parent all information concerning the Company as Parent may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for issuance by the SEC as promptly as practicable. Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent it then shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as practical after such filing. The Buyers and Seller shall cooperate with each other in preparing the Proxy Statement, and Seller shall promptly notify BFC of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to BFC copies of all correspondence between the Seller or any representative of the Seller and the SEC. Seller shall give BFC and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give BFC and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Buyers and Seller agrees to use all reasonable best efforts, after consultation with the other parties hereto, to respond promptly to any and all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of shares of Parent Seller Common Stock entitled to be issued pursuant to vote at the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdictionSpecial Meeting. (b) As soon as practicable following its approval by Subject to the Commissionprovisions of Section 4.3, Parent shall distribute the Proxy Statement to shall include the holders recommendation of Parent Common Stock and, pursuant thereto, shall call the Special Meeting in accordance with the DGCL and, subject to the other provisions Board of this Agreement, solicit proxies from such holders to vote Directors of Seller in favor of the adoption of this Agreement and the approval Merger; provided that the Board of Directors of Seller may modify or withdraw such recommendation if Seller's Board of Directors believes in good faith, based on the Merger and advice of outside legal counsel, that the other matters presented failure to the modify or withdraw such recommendation would be inconsistent with its fiduciary duties to Seller's stockholders of Parent for approval or adoption at the Special Meeting, including, without limitation, the matters described Section 5.1(a)under applicable law. (c) Parent Seller shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent shall ensure that the Proxy Statement does not, as of the date on which it is distributed to the holders of Parent Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement). The Company represents and warrants that the information relating to the Company supplied by the Company for inclusion in the Proxy Statement will not as of date of its distribution to the holders of Parent Common Stock (or any amendment or supplement thereto) or at the time of call the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required its stockholders to be stated therein or necessary in order held as promptly as practicable for the purpose of voting upon this Agreement and the Merger. Subject to make the statement therein not false or misleading. (d) ParentSections 4.3 and 5.3(b), acting Seller shall, through its board Board of directorsDirectors, shall include in the Proxy Statement the recommendation of recommend to its board of directors that the holders of Parent Common Stock vote in favor of the stockholders adoption of this Agreement and the Merger and approval of the Merger, such matters and shall otherwise use reasonable its best efforts to obtain hold the Parent Stockholder ApprovalSpecial Meeting as soon as practicable after the date hereof. Seller shall use its best efforts to solicit from its stockholders proxies in favor of such matters unless doing so would be inconsistent with the Seller Board of Directors' fiduciary duties to its stockholders under applicable law based on the advice of outside legal counsel.

Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparationexecution hereof, Parent G▇▇▇ shall prepare and file with the SEC under Securities and Exchange Commission (the Exchange Act, and with all other applicable regulatory bodies, “SEC”) proxy materials for the purpose of soliciting proxies from holders of Parent common stock, par value $0.01 per share, of G▇▇▇ (“G▇▇▇ Common Stock Stock”), to vote at a special meeting of the stockholders of G▇▇▇ (the “Special Meeting”) in favor of,: (i) the adoption of this Agreement and , among other things, the approval of the Merger ("Parent Stockholder Approval"); (ii) the change of the name of Parent to a name selected by the Company (the "Name Change Amendment"); (iii) an increase in the number of authorized shares of Parent Common Stock to 100,000,000 (the "Capitalization Amendment"); (iv) an amendment to remove the preamble and Sections A through D, inclusive, of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth; and (v) the adoption of a Performance Equity Plan in the form attached hereto as Exhibit F (the "Parent Plan"), at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of 2,400,000 shares of Parent Common Stock shall be reserved for issuance Acquisition pursuant to the Parent Planterms of this Agreement in accordance with the G▇▇▇ Stockholder Approval. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting such proxies from holders of Parent G▇▇▇ Common Stock for the matters to be acted upon at the Special Meeting as set forth herein (the "“Proxy Statement"”). The Company and GBE shall, and GBE and the Company shall cause each other Target Company to, furnish to Parent G▇▇▇ all information concerning the Company Target Companies and the Properties (to the extent such information with respect to the Properties is in GBE’s or the applicable Target Company’s possession) as Parent G▇▇▇ may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. ParentG▇▇▇, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to cause the Proxy Statement to be approved for issuance distribution by the SEC as promptly as practicable. Parent shall also take any and all such actions to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable Blue Sky Laws of each of the states and territories of the United States in which it is believed, based on information furnished by the Company, holders of the Company Common Stock reside and to take any other such actions that may be necessary to enable the Parent Common Stock to be issued pursuant to the Merger in each such jurisdiction. (b) As soon as practicable following its the approval for distribution of the Proxy Statement by the CommissionSEC, Parent G▇▇▇ shall distribute the Proxy Statement to the holders of Parent G▇▇▇ Common Stock and, pursuant thereto, shall call the Special Meeting for a date no later than 30 days after the mailing of the Proxy Statement to the holders of G▇▇▇ Common Stock in accordance with the DGCL Delaware General Corporation Law (the “DGCL”) and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption approval of the Acquisition pursuant to the terms of this Agreement and the approval of the Merger and the other matters presented to the stockholders of Parent for approval or adoption at the Special Meeting, including, without limitation, the matters described Section 5.1(a). (c) Parent G▇▇▇ shall comply in all material respects with all applicable provisions of and rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all applicable provisions of the DGCL and any applicable stock exchange rules in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Parent G▇▇▇ shall ensure that the Proxy Statement (or any amendment or supplement thereto) does not, as of the date on which it is first distributed to the holders of Parent G▇▇▇ Common Stock, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent G▇▇▇ shall not be responsible for the accuracy or completeness of any information relating to the GBE or any Target Company or any other information furnished by the GBE or any Target Company for inclusion in the Proxy Statement). The GBE and the Company represents jointly and warrants severally represent and warrant that the information relating to GBE and the Company Target Companies supplied by the GBE or any Target Company for inclusion in the Proxy Statement will not as of the date of its distribution to on which the holders of Parent Common Stock Proxy Statement (or any amendment or supplement thereto) is first distributed to the holders of G▇▇▇ Common Stock or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. (d) ParentWithout limiting the right of the board of directors of G▇▇▇ to take a contrary position if required pursuant to its fiduciary duties under Delaware law, G▇▇▇, acting through its board of directors, and based on the recommendation of the special committee of its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of Parent G▇▇▇ Common Stock vote in favor of the adoption Acquisition pursuant to the terms of this Agreement and the approval of the MergerAgreement, and shall otherwise use reasonable best efforts to obtain the Parent G▇▇▇ Stockholder Approval.