Common use of Company Stockholder Approval Clause in Contracts

Company Stockholder Approval. (i) As promptly as practicable following the date of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company.

Company Stockholder Approval. (i) As The Company shall as promptly as practicable following after the date of this Amended AgreementRegistration Statement is declared effective under the Securities Act, (A) cause the Joint Proxy Statement to be disseminated to the Company shall, Stockholders in accordance compliance with applicable Law, (B) duly give notice of and convene and hold a meeting of its stockholders (the “Company Stockholders’ Meeting”) in accordance with the Company’s Governing Documents for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (C) solicit proxies from the Company Stockholders to vote in favor of and obtain the Company Stockholder Approval. (ii) The Company shall, through its Board of Directors, recommend to its stockholders the (A) adoption and approval of this Agreement in accordance with the terms and conditions of the Company’s Governing Documents and applicable Law, (B) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (C) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby and (D) adjournment of the Company Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), together, the “Company Transaction Proposals”), and include such recommendation in the Joint Proxy Statement. (iii) The Board of Directors of the Company shall not withdraw, amend, qualify or modify its recommendation to the Company Stockholders that they vote in favor of the Company Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the Company Stockholders described in the Recitals hereto, a “Company Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) the Company agrees to establish a record datedate for, duly call, give notice of, convene and hold a meeting of its stockholders the Company Stockholders’ Meeting and submit for approval the Company Transaction Proposals and (y) the Company agrees that if the Company Stockholder Approval shall not have been obtained at any such Company Stockholders’ Meeting, then the Company shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(c), and hold additional Company Stockholders’ Meetings in order to obtain the Company Stockholder Approval. The Company may only adjourn the Company Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval. , (ii) The for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company shall prepare has determined in good faith after consultation with outside legal counsel is required under applicable Law and cause for such supplemental or amended disclosure to be filed with disseminated and reviewed by the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating Company Stockholders prior to the meeting of the stockholders of Company Stockholders’ Meeting; provided, that the Company at Stockholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested Stockholders’ Meeting was originally scheduled (excluding any adjournments required by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or responseLaw) and (y) shall give due consideration to all changes provided by the Advisor. If, at any time not be held later than three (3) Business Days prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the CompanyAgreement End Date.

Company Stockholder Approval. (i) As promptly as practicable following the date of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (iia) The Company shall prepare and cause to be filed and, as promptly as reasonably practicable (but in no event later than thirty (30) Business Days or, if the Company has received an Alternative Acquisition Proposal from an Excluded Party, forty-five (45) calendar days) after the date hereof, file with the SEC a the preliminary Proxy Statement. Parent shall cooperate with the Company in the preparation of the Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates Parent and its management and provide such other assistance as may be reasonably requested Merger Sub that is required in connection with the preparation, filing and distribution preparation of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties Subject to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements applicable Law, and anything in this Agreement to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoingcontrary notwithstanding, prior to the filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing of the Proxy Statement (or any amendment or supplement thereto) ), or any dissemination thereof to the stockholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company shall cooperate provide Parent and provide the Advisor its counsel with a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable such document or response, and the Company shall consider in good faith any comments proposed by Parent. The Company shall respond promptly to any comments from the SEC or the staff of the SEC with respect to the Proxy Statement (or any amendment or supplement thereto). The Company shall notify Parent promptly of the receipt of any comments (whether written or oral) 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 give due consideration supply Parent with copies of all correspondence between the Company and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Proxy Statement shall comply as to form in all changes provided by material respects with the Advisorrequirements of the Exchange Act. If, If at any time prior to the Proxy Statement being cleared by the SEC, Company Stockholder Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, the Advisor or any of their respective Affiliates should be Affiliates, officers or directors, is discovered by Parent (solely with respect to the Parent Information or other information relating to Parent or its Affiliates, officers or directors) or the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, that should be set forth in an amendment of, or a supplement to, to the Proxy Statement, Statement so that such document the Proxy Statement would not include any a 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, then the party which Party that discovers such information shall promptly notify the other parties hereto, Party or Parties hereto (as the case may be) and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and the Advisor shall 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, in disseminating disseminated to the information contained in such amendment or supplement to stockholders of the Company. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (which resolution will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement, the “Clearance Date”); provided that, notwithstanding anything to the contrary in the foregoing, if the Clearance Date occurs prior to the end of the Go-Shop Period, the Company will not be required to cause the Proxy Statement to be disseminated to the stockholders of the Company until the expiration of the Go-Shop Period but shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to the stockholders of the Company as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after the expiration of the Go-Shop Period. (b) Subject to the terms of Section 7.3(d), the Company shall take all action necessary in accordance with applicable Law and the certificate of incorporation and bylaws of the Company to set a record date for, duly give notice of, convene and hold a meeting of its stockholders following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval (the “Company Stockholder Meeting”) as soon as reasonably practicable following the Clearance Date. Once established, the Company shall not change the record date for the Company Stockholder Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or as otherwise required by applicable Law. Unless the Company shall have made a Change of Recommendation in accordance with Section 7.3(d), the Company shall include the Company Recommendation in the Proxy Statement and shall solicit, and use its reasonable best efforts to obtain, the Company Stockholder Approval at the Company Stockholder Meeting (including by soliciting proxies in favor of the adoption of this Agreement). (c) The Company shall cooperate with and keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. The Company may adjourn or postpone the Company Stockholder Meeting (i) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Law, (ii) if as of the time that the Company Stockholder 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 Stockholder Meeting (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than 45 calendar days in total pursuant to this clause (ii) without Parent’s prior written consent), (iii) if the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than 45 calendar days in total pursuant to this clause (iii) without Parent’s prior written consent) or (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholder Meeting. (d) Except as otherwise permitted in this Section 7.3(d), the Company Board shall not (i) withdraw (or qualify or modify in any manner adverse to Parent), or propose publicly to withdraw (or qualify or modify in any manner adverse to Parent), the Company Recommendation (it being understood that it shall be considered a modification adverse to Parent if (1) any Alternative Acquisition Proposal structured as a tender or exchange offer is commenced and the Company Board fails to publicly recommend against acceptance of such tender or exchange offer by the Company’s stockholders within ten (10) Business Days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act or (2) any Alternative Acquisition Proposal is publicly announced (other than by the commencement of a tender or exchange offer) and the Company Board fails to issue a public press release within five (5) Business Days of such public announcement providing that the Company Board reaffirms the Company Recommendation), (ii) approve, recommend or declare advisable any Alternative Acquisition Proposal (or propose to approve, recommend or declare advisable any Alternative Acquisition Proposal), (iii) fail to publicly reaffirm the Company Recommendation within five (5) Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such reaffirmation on more than three separate occasions (provided that, in the event Parent has not previously requested the Company Board to make such a reaffirmation, there shall be no limit on the number of reaffirmations that Parent may request in response to any Alternative Acquisition Proposal)) or (iv) fail to include the Company Recommendation in the Proxy Statement (any such action, a “Change of Recommendation”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may effect a Change of Recommendation and/or cause the Company to terminate this Agreement pursuant to Section 8.1(c)(iii) in response to a Superior Proposal received by the Company at any time after the date of this Agreement, provided that (A) the Company Board shall have determined in good faith (after consultation with its outside legal and financial advisors) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, (B) the Company shall have given Parent at least five (5) Business Days prior written notice of the Company’s intention to effect a Change of Recommendation or terminate this Agreement in response to such Superior Proposal, which shall include a description of the terms and conditions of the Superior Proposal, the identity of the Person making the Superior Proposal and a copy of any proposed definitive agreement(s) relating to such Superior Proposal, including any related financing commitments, if any, (C) the Company shall have complied in all material respects with its obligations pursuant to Article 6 and this Section 7.3 with respect to such Superior Proposal, (D) the Company shall have negotiated in good faith with Parent and its Representatives (to the extent Parent desires to negotiate) with respect to the terms and conditions of this Agreement and/or the Commitment Letters so that such Alternative Acquisition Proposal would cease to constitute a Superior Proposal, (E) following such five (5) Business Day period, the Company Board (after consultation with its financial advisor and outside legal counsel and taking into account Parent’s proposed revisions to the terms and conditions of this Agreement that are binding on Parent and Merger Sub and irrevocable by Parent and Merger Sub until the expiration of the foregoing five-Business Day period (assuming the execution and delivery by the Company of the applicable definitive agreement) and any other information provided by Parent) shall have determined that the failure of the Company Board to make such a Change of Recommendation or to terminate this Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, and (F) in the event of a termination of this Agreement in order to cause the Company to enter into a definitive agreement with respect to such Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1(c)(iii), including paying the Company Termination Fee. In the event of any material amendments or modifications to such Alternative Acquisition Proposal (it being understood that any change to the financial terms of such proposal shall be deemed a material modification), the Company will be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.3(d) with respect to such new written notice (it being understood that the five (5) Business Day period shall be three (3) Business Days with respect to such new written notice, but in no event shorter than five (5) Business Days following the original written notice). In addition, notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may also effect a Change of Recommendation in response to an Intervening Event if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, provided that (i) the Company Board shall have given Parent at least five (5) Business Days prior written notice of the Company’s intention to effect a Change of Recommendation in response to such Intervening Event, which shall include a description in reasonable detail of the applicable Intervening Event, (ii) the Company Board shall have given Parent an opportunity to meet and negotiate with the Company and its advisors during the foregoing five (5) Business Day period (to the extent that Parent desires to so meet and negotiate) to discuss the foregoing Intervening Event and any adjustments or revisions to the terms of this Agreement proposed by Parent in response thereto to obviate the need to effect a Change of Recommendation, and following such five (5) Business Day period, the Company Board, after consultation with the Company’s outside legal counsel and taking into account Parent’s proposed revisions to the terms and conditions of this Agreement, shall have determined that the failure of the Company Board to make such a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided, that each time any material amendment or modification to the Intervening Event occurs, the Company shall notify Parent of such amendment or modification in writing and the time period set forth in the preceding clause (ii) shall recommence and be extended for two (2) Business Days from the day of such notification (provided that the time period shall in no event be shorter than five (5) Business Days following the original written notice). (e) Nothing contained in this Agreement shall prohibit the Company or the Company Board or any committee thereof from (i) complying with its disclosure obligations under applicable Law or rules and policies of NYSE, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) or Item 1012(a) of Regulation M-A under the Exchange Act (or any similar communication to stockholders) or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (ii) making any disclosure to its stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would reasonably be expected to be inconsistent with the exercise of its fiduciary duties under applicable Law; provided that (1) any such statement or disclosure pursuant to this Section 7.3(e) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board and the rights of Parent under this Section 7.3, and (2) nothing in the foregoing will be deemed to permit the Company or the Company Board to effect a Change of Recommendation other than in accordance with Section 7.3(d).

Company Stockholder Approval. (ia) As promptly as reasonably practicable following the date of this Amended Agreement, the Company shall prepare and mail to the Stockholders a new proxy statement or a consent solicitation seeking the approval of the Stockholders of this Agreement and the Contemplated Transactions, as amended in accordance herewith, and containing such Publicly Available Information relating to Parent, Merger Sub, the Company, this Agreement, the Merger and the other Contemplated Transactions (including the background thereof) as determined to be necessary or appropriate by the Company (such proxy statement or consent solicitation statement, as may be amended or supplemented, the “Proxy Statement”). Subject to Parent’s reasonable cooperation and timely provision of information as required pursuant to this Section 6.6, the Company will prepare and, on or prior to June 26, 2020 or such reasonable later date as shall be reasonably requested in writing by the Company and consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), mail the Proxy Statement to the Stockholders (the actual date on which the Proxy Statement is mailed to the Stockholders, the “Proxy Completion Date”). Parent shall consider in good faith any requests from the Company for extensions of the deadline for mailing of the Proxy Statement. Parent shall reasonably cooperate with the Company and shall timely make available to the Company such Publicly Available Information concerning Parent and other information necessary or appropriate to prepare the Proxy Statement (including information relating to the process engaged in by Parent in connection with the Contemplated Transactions for use in the description of the background and reasons for the Contemplated Transactions sections of the Proxy Statement) as may be reasonably requested by the Company in connection with the preparation and distribution of the Proxy Statement. Subject to Section 6.7, the Proxy Statement shall include the recommendation of the Company Board (the “Company Board Recommendation”) that the Stockholders adopt the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement with respect to the Merger (such adoption, in accordance with the Company’s Organizational Documents and applicable Law, by the affirmative vote at a meeting or by written consent of the Company’s stockholders representing a majority of the shares of Common Stock outstanding at the applicable record date, the “Company Stockholder Approval”). The Proxy Statement shall notify the stockholders of the Company of the availability of appraisal rights in connection with the transactions contemplated by this Agreement in accordance with Section 262 of the DGCL. (b) The Company shall, in accordance with applicable LawLaw (other than Federal Cannabis Laws) and the Company’s Organizational Documents, establish set a record date, duly call, give notice of, convene date for a vote of its stockholders and hold either (i) call a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause Stockholders to be filed with held as promptly as reasonably practicable, and in any event not later than 5:00 p.m., New York City time on the SEC a twentieth (20th) Business Day, following the Proxy Statement in preliminary and definitive form Completion Date (the “Proxy StatementStockholder Approval Deadline”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company.or

Company Stockholder Approval. (ia) As promptly as practicable following after the date of this Amended AgreementDue Diligence Contingency Deadline, the Company shall, in accordance with applicable Law, establish a record date, shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) for the purpose of obtaining the Company Stockholder Approval. (iib) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments (i) solicit from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments its stockholders proxies in favor of the SEC with respect thereto, approval and adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby and (ii) take all other action necessary or advisable to secure the Company Stockholder Approval. Parent and its counsel shall cooperate and provide the Advisor a be given reasonable opportunity to review and comment on the applicable document or response all proxy materials (including any amendments thereto) submitted to the proposed final version stockholders of the applicable document or responseCompany in accordance with this Section 7.2(b). (c) The Company agrees that, subject to Section 7.2(d): (i) the Company Board shall recommend that the Company’s stockholders vote to adopt and approve this Agreement and the transactions contemplated hereby and shall give due consideration use commercially reasonable efforts to all changes provided solicit such approval within the time set forth in Section 7.2(a) (the recommendation of the Company Board that the Company’s stockholders vote to adopt and approve this Agreement being referred to as the “Company Board Recommendation”); and (ii) the Company Board Recommendation shall not be withdrawn or modified (and the Company Board shall not publicly propose to withdraw or modify the Company Board Recommendation) in a manner adverse to Parent, and no resolution by the Advisor. IfCompany Board or any committee thereof to withdraw or modify the Company Board Recommendation in manner adverse to Parent or to adopt, approve or recommend (or publicly adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed (the actions set forth in the foregoing clause (ii), collectively, a “Company Board Adverse Recommendation Change”). (d) Notwithstanding anything to the contrary contained in Section 7.2(c), and subject to compliance with Section 6.4 and 7.2, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment receipt of the Company Stockholder Approval, (i) the Company receives a bona fide written Superior Offer or (ii) as a result of a material development or change in circumstances (other than any such event, development or change to the extent related to (A) any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the Advisorconsequences thereof or (B) the fact, should in and of itself, that the Company meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations) that affects the business, assets or operations of the Company that occurs or arises after the date of this Agreement (a “Company Intervening Event” ), the Company Board may make a Company Board Adverse Recommendation Change if, but only if (i) in the case of a Superior Offer, following the receipt of and on account of such Superior Offer, (1) the Company Board determines in good faith, after consulting with outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would reasonably be set forth in an amendment ofexpected to be inconsistent with its fiduciary duties under applicable Law, or a supplement (2) the Company has, and has caused its financial advisors and outside legal counsel to, during the Proxy StatementCompany Notice Period, negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement so that such document Acquisition Proposal ceases to constitute a Superior Offer (to the extent Parent desires to negotiate) and (3) if after Parent shall have delivered to the Company an irrevocable written offer to alter the terms or conditions of this Agreement during the Company Notice Period, the Company Board shall have determined in good faith, based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Company Board Recommendation would not include any misstatement of a material fact or omit reasonably be expected to state any material fact necessary to make the statements therein, in light be inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the circumstances under terms and conditions of this Agreement); provided that (x) Parent receives written notice from the Company confirming that the Company Board has determined to change its recommendation at least four (4) Business Days in advance of the Company Board Adverse Recommendation Change (the “Company Notice Period”), which they were madenotice shall include a description in reasonable detail of the reasons for such Company Board Adverse Recommendation Change, not misleadingand written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (y) during any Company Notice Period, Parent shall be entitled to deliver to the party which discovers Company one or more counterproposals to such information shall promptly notify the other parties hereto, Acquisition Proposal and the Company will, and the Advisor shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement cause its Representatives to, the Proxy Statement and, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (z) in the event of any material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration or percentage of the combined company that the Company’s stockholders would receive as a result of such potential Superior Offer), the Company shall be required by Lawto provide Parent with notice of such material amendment and the Company Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remain in the Company Notice Period following such notification during which the parties shall comply again with the requirements of this Section 7.2(d) and the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end of such Company Notice Period as so extended (it being understood that there may be multiple extensions) or (ii) in the case of a Company Intervening Event, the Company promptly notifies Parent, in disseminating writing, within the information contained in such amendment or supplement Company Notice Period before making a Company Board Adverse Recommendation Change, which notice shall state expressly the material facts and circumstances related to stockholders of the Companyapplicable Company Intervening Event and that the Company Board intends to make a Company Board Adverse Recommendation Change.

Company Stockholder Approval. (ia) Subject to Section 6.4(b), the Company, through its board of directors, shall unanimously recommend to the Stockholders that the Stockholders approve and adopt this Agreement, the Merger and the transactions contemplated hereby and thereby (the “Recommendation”). As soon as practicable after the execution of this Agreement and in accordance with the DGCL, the Company shall submit this Agreement, the Merger and the transactions contemplated hereby and thereby, together with a consent solicitation statement describing the Company, the principal terms of the Merger and the transactions contemplated hereby in form and substance that complies in all respects with the DGCL, the Company’s Certificate of Incorporation and the Bylaws and which includes the Recommendation (the “Consent Solicitation Statement”) to all of the Stockholders for approval as provided by the DGCL and the Company’s Certificate of Incorporation and Bylaws. (b) The Company shall promptly solicit, but in any event within three (3) business day of the date of this Agreement, and use reasonable and diligent efforts to promptly obtain written consents of the Stockholders constituting the Requisite Vote to approve the Merger, and to enable the Closing to occur as promptly as practicable following the date of hereof, this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene other documents contemplated hereby and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. transactions contemplated hereby and thereby (ii) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy StatementWritten Consents”) relating ). Prior to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Consent Solicitation Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Information Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement defined below (or in each case any amendment or supplement thereto) or responding to any comments ), Parent and its counsel shall be provided copies of the SEC with respect thereto, the Company Consent Solicitation Statement and Information Statement (and any such amendment or supplement) and shall cooperate and provide the Advisor be provided a reasonable opportunity to review and comment thereon. The Company shall comply with the DGCL and all other applicable Laws with respect to the submission of this Agreement, the Merger and the transactions contemplated hereby and thereby, the distribution of the Consent Solicitation Statement and the solicitation of the Written Consents. (c) Promptly, but in no event more than three (3) Business Days after the date of the Written Consents, the Company or Parent shall (i) deliver notice to each Company Stockholder that did not execute a Written Consent (the “Nonconsenting Stockholders”) of the action by Written Consent of the Company Stockholders pursuant to and in accordance with the applicable provisions of the DGCL, and the Company’s Certificate of Incorporation and By-laws, (ii) deliver the notice required pursuant to the applicable provisions of the DGCL informing the Nonconsenting Stockholders that dissenters’ rights are available for their shares along with such other information as is required by applicable provisions of the DGCL, and (iii) without limiting the generality of clause (ii), deliver an information statement (the “Information Statement”) containing substantially the same information as is contained in the Consent Solicitation Statement. Each Party hereto agrees that the information supplied by such Party for inclusion in the Consent Solicitation Statement and the Information Statement will not, on the applicable document date the Consent Solicitation Statement and the Information Statement is first sent or response (including furnished to the proposed final version of the applicable document Company Stockholders or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement Written Consents are being cleared by the SECsolicited, contain any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor statement which, in the reasonable judgment of the Company at such time, is false or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include misleading with respect to any misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not false or misleading. (d) During the Pre-Closing Period, each of the Significant Stockholders agrees not to, and each Significant Stockholder agrees not to permit any Person to, directly or indirectly, (i) sell, assign, transfer, tender, pledge, encumber or otherwise dispose of (each, a “Transfer”), any Company Stock, other than pursuant to this Agreement, (ii) discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement, whether or not in writing, with respect to any Transfer of any Company Stock, or (iii) take any other action that could restrict or otherwise adversely affect such Significant Stockholder’s legal power, authority and right to comply with its obligations under this Agreement. During the Pre-Closing Period, at every meeting of the Stockholders called with respect to any of the following, and at every postponement or adjournment thereof, and on every action or approval by written consent or resolution of the stockholders of Company with respect to any of the following, each of the Significant Stockholders shall vote or cause to be voted (including by written consent, if applicable), all Shares held or controlled by each of them (a) in favor of (i) approval of the Merger and this Agreement and (ii) any other transactions contemplated hereby or other matters that could reasonably be expected to facilitate the Merger, and (b) against the adoption of any Competing Transaction. Each Significant Stockholder hereby waives any rights of appraisal or rights of dissent to be exercised with respect to the Shares held by each of them. (e) Promptly after the date hereof, the party which discovers such information Company shall promptly notify the other parties hereto, and the Company and the Advisor shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, submit to the extent required Company’s stockholders for approval (in a manner satisfactory to Parent), by Law, in disseminating the information contained in such amendment or supplement to number of stockholders of the CompanyCompany as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or benefits that may, separately or in the aggregate, exceed 299% of such recipient’s “base amount” (as that term is defined in Section 280G of the Code) (which determination shall be made by Company and shall be subject to review and approval by Parent), such that such payments and benefits shall not be deemed to be constitute “parachute payments” pursuant to Section 280G of the Code, and prior to the Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that (i) a vote of the stockholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder.

Company Stockholder Approval. (ia) As promptly as practicable following the date of this Amended Agreement, the The Company shall, in accordance with shall take all action necessary under all applicable Law, establish a record date, duly Laws to call, give notice of, convene and hold a meeting of its stockholders for the purpose holders of obtaining Common Stock to vote on proposals to approve the issuance and sale of the Purchased Securities and any other of the Contemplated Transactions that require Stockholder approval under applicable Laws or the Company’s certificate of incorporation or bylaws at the Company Stockholder Approval. (ii) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form Stockholders Meeting (the “Proxy StatementCompany Stockholders Meeting”) relating ), shall submit such proposals to the meeting of the stockholders of such holders at the Company at which the Company Stockholder Approval is sought. The Advisor Stockholders Meeting, and shall furnish all information concerning itself, its Affiliates and its management and provide not submit any other proposal to such other assistance as may be reasonably requested holders in connection with the preparationCompany Stockholders Meeting (other than proposals to amend the Company’s certificate of incorporation or bylaws, filing a proposal relating to executive compensation as may be required by Rule 14a-21(c) under the Exchange Act, or other proposals required by applicable Law or the NYSE, each to the extent necessary to complete the Contemplated Transactions, and distribution a proposal with respect to an increase in authorized capital stock and/or a reverse stock split) without the prior written consent of the Proxy StatementPurchaser. The Company (in consultation with the Purchaser) shall set a single record date for persons entitled to notice of, and to vote at, the Company Stockholders Meeting and may change such record date (whether in connection with the Company Stockholders Meeting or any adjournment or postponement thereof) after prior consultation with the Purchaser. The Company shall use commercially reasonable efforts to hold the Stockholders Meeting within sixty (60) days of the Effective Date and on a date selected by the Company in consultation with the Purchaser. Subject to Section 6.6, the Proxy Statement shall include all information reasonably requested by the Parties recommendation of the Board of Directors that the Stockholders vote to be included thereinapprove the Contemplated Transactions including, but not limited to, the issuance and sale of the Purchased Securities, and any other of the Contemplated Transactions that require Stockholder approval under applicable Laws or the Company’s certificate of incorporation or bylaws at the Company Stockholders Meeting (the recommendation of the Board of Directors being referred to as the “Board Recommendation”). The Company shall promptly notify ensure that all proxies solicited in connection with the Advisor upon Company Stockholders Meeting are solicited in compliance with all applicable Laws. (b) Subject to Section 6.6, neither the receipt Board of Directors nor any comments from committee thereof shall: (i) withdraw or modify the SEC Board Recommendation in a manner adverse to the Purchaser, or adopt or propose a resolution to withdraw or modify the Board Recommendation in a manner adverse to the Purchaser or take any other action that is or becomes disclosed publicly and which can reasonably be interpreted to indicate that the Board of Directors or any request from committee thereof does not support this Agreement or does not believe that this Agreement and the SEC for amendments transactions contemplate hereby are in the best interests of the Stockholders; (ii) fail to reaffirm, without qualification, the Board Recommendation, or supplements fail to state publicly, without qualification, this Agreement and the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide Contemplated Transactions are in the Advisor with copies best interests of all correspondence between the Company’s Stockholders upon written request of Purchaser; (iii) fail to announce publicly, on one hand, and the SEC, on the other hand, and all written comments with respect promptly after a tender offer or exchange offer relating to the Proxy Statement received from the SEC and promptly advise the Advisor securities of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate have been commenced, that the Board of Directors recommends rejection of such tender or exchange offer; (iv) fail to issue promptly a press release announcing its opposition to any Acquisition Proposal or approve, endorse, or recommend any Acquisition Proposal; or (v) resolve or propose to take any action described in clauses (i) through (iv) of this sentence (each, a “Company Change of Recommendation”). It is understood and provide the Advisor a reasonable opportunity to review and comment on the applicable document agreed that any contacts, disclosures, discussions, or response negotiations permitted under this Agreement (including the proposed final version under Sections 6.6) shall not constitute a Company Change of the applicable document or responseRecommendation. (c) and Nothing contained in this Agreement shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by prohibit the Company or the Advisor which, in the reasonable judgment Board of Directors or any committee thereof from complying with its disclosure obligations under applicable law or rules and policies of the Company NYSE, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) or Item 1012(a) of Regulation M-A under the AdvisorExchange Act (or any similar communication to stockholders) or from issuing a “stop, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties heretolook, and the Company and the Advisor shall cooperate in the prompt filing with the SEC listen” statement pending disclosure of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the Companyits position thereunder.

Company Stockholder Approval. (ia) As promptly as practicable following At a time mutually agreeable to Parent and the date Company after the execution of this Amended Agreement, the Company shallshall submit this Agreement, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of the transactions contemplated hereby to its stockholders Stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare approval and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance adoption as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested provided by the Parties to be included thereinDGCL and the Company’s Restated Certificate and Bylaws. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy StatementBoard has approved this Agreement and declared its advisability, and shall, as promptly as practicable after receipt thereof, provide unanimously recommended that the Advisor with copies Stockholders vote in favor of all correspondence between the Company, on one hand, and the SEC, on the other hand, adopt and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SECapprove this Agreement. The Company, with the assistance of the Advisor, Company shall use its commercially reasonable efforts to respond solicit and obtain the written consent of not less than the Stockholders holding a majority of the outstanding shares of Company Common Stock to approve and adopt the Agreement and approve the Merger and to enable the Closing to occur as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as reasonably practicable. Notwithstanding The Company shall give the foregoingStockholders sufficient notice to enable each Stockholder to exercise and perfect appraisal rights, pursuant to Section 262 of the DGCL, prior to filing Closing. (b) In connection with such Stockholder approval and as soon as practicable after the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments execution of the SEC with respect theretothis Agreement, the Company shall cooperate and provide prepare, with the Advisor a reasonable opportunity to review and comment on cooperation of Parent, an information statement (the applicable document or response (including the proposed final version “Information Statement”) for purposes of soliciting such written consent of the applicable document Stockholders, which shall include a statement to the effect that the Company Board has unanimously recommended that the Stockholders vote in favor of and adopt and approve this Agreement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or response) its Affiliates or associates, the form and content of which information shall give due consideration to all changes provided not have been approved by the Advisor. If, at any time Parent prior to the Proxy such inclusion. The Information Statement being cleared shall be accompanied by the SEC, any information relating to the Company, the Advisor or any a form of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties heretoStockholder Agreement and attached Election Form, and the Company shall use its commercially reasonable efforts to obtain an executed Stockholder Agreement from each Stockholder. The Stockholder Agreement shall contain as to each Stockholder party thereto: (i) approval of this Agreement and the Advisor shall cooperate in Merger, (ii) appointment of the prompt filing Stockholder Representative for purposes of this Agreement and the CVR Agreements, (iii) such Stockholder’s Election as to the Per Share Merger Consideration and Per Share Contingent Consideration, (iv) a Letter of Transmittal, and (v) a release, with the SEC customary exclusions, by such Stockholder of any necessary amendment ofand all claims related to or that arise because of such Stockholder’s ownership of Company Capital Stock against the Company, or supplement toParent, Merger Sub, the Proxy Statement andSurviving Entity, to each other Stockholder and the extent required by Lawcurrent and former officers, in disseminating the information contained in directors, agents and Affiliates of such amendment or supplement to stockholders of the Companyparties.

Company Stockholder Approval. (ia) As promptly as practicable following after the date execution of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene shall submit this Agreement and hold a meeting of the transactions contemplated hereby to its stockholders for approval as provided by the DGCL and the Company’s Certificate of Incorporation and Bylaws. The Company shall solicit promptly, but in any event within three (3) days of the signing of this Agreement, Written Consents (“Written Consents”) from all its stockholders and shall use its best efforts to obtain such Written Consent of all Company stockholders to approve the Merger, this Agreement, the other documents contemplated hereby and the transactions contemplated hereby and thereby and to enable the Closing to occur as promptly as practicable. The parties acknowledge and agree that certain of the Company’s stockholders previously have executed Written Consents sufficient to achieve the Required Vote with respect to the foregoing matters as a condition to Parent and Merger Sub executing this Agreement, which Written Consents shall be delivered immediately following execution and delivery hereof and which shall not mitigate or modify the Company’s obligations to obtain the Written Consent of all Company stockholders pursuant to this Section 6.12. The materials submitted to the Company’s stockholders have included and shall include information regarding the Company, the terms of the Merger and this Agreement and the unanimous approval and recommendation of the Company’s board of directors in favor of the Merger, this Agreement, the other documents contemplated hereby and the transactions contemplated hereby and thereby. Prior to the distribution of such materials or any amendment or supplement thereto, Parent and its counsel shall be provided copies of any materials not produced or provided by Parent for such purpose of obtaining the Company Stockholder Approvaland shall be provided a reasonable opportunity to review and comment thereon. (iib) The Each Stockholder hereby agrees to (i) either (a) vote such Stockholder’s shares of Company shall prepare Stock in favor of approval, adoption and cause to be filed with authorization of the SEC a Proxy Statement in preliminary Merger and definitive form (the “Proxy Statement”) relating to the this Agreement at any meeting of the stockholders of the Company at which and any adjournment or postponement thereof or (b) execute any written consent of the stockholders of the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itselfwith respect to such shares of Company Stock approving, its Affiliates adopting and its management authorizing the Merger and provide such this Agreement and any other assistance as may be reasonably requested in connection with the preparation, filing and distribution matter necessary for consummation of the Proxy Statement. The Proxy Statement Merger and the other transactions contemplated by this Agreement, which vote or consent shall include all information reasonably requested by the Parties be irrevocable and may not be withdrawn, and (ii) deliver such Stockholder’s shares of Company Stock, Company Stock Options and Company Warrants to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements Parent pursuant to the Proxy Statementterms of this Agreement. Further, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments each Stockholder hereby agrees that such Stockholder will not exercise any dissenter’s or appraisal rights that such Stockholder may have with respect to the Proxy Statement received from Merger. Without limiting the SEC foregoing and promptly advise the Advisor of any oral comments with respect in accordance herewith, each Stockholder agrees to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement execute and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating deliver to the Company, immediately following the Advisor or any execution and delivery of their respective Affiliates should this Agreement, a Written Consent, which consent shall be discovered by irrevocable and may not be withdrawn. (c) Neither the Company or the Advisor which, in the reasonable judgment board of directors of the Company nor any committee thereof shall withdraw, amend or the Advisor, should be set forth in an amendment ofmodify, or a supplement topropose or resolve to withdraw, amend or modify the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light recommendation of the circumstances under which they were made, not misleading, board of directors of the party which discovers such information shall promptly notify Company that the other parties heretoCompany’s stockholders adopt and approve this Agreement and the Merger. (d) Each Stockholder, and the Company as applicable, agrees with and covenants to Parent and Merger Sub that: (i) Such Stockholder shall not, except as contemplated by the Advisor shall cooperate terms of this Agreement, (v) cause, consent to or permit any Transfer of any or all of such Stockholder’s shares of Company Stock, Company Stock Options, Company Warrants or any interest therein, (w) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of such Stockholder’s shares of Company Stock, Company Stock Options, Company Warrants or any interest therein, (x) grant any proxy, power-of-attorney or other authorization in the prompt filing or with respect to such Stockholder’s shares of Company Stock, Company Stock Options or Company Warrants, (y) deposit such Stockholder’s shares of Company Stock, Company Stock Options or Company Warrants into a voting trust or enter into a voting agreement or arrangement with respect to such Stockholder’s shares of Company Stock, Company Stock Options or Company Warrants, or (z) take any other action that would in any way restrict, limit or interfere with the SEC performance of its obligations hereunder or the transactions contemplated hereby. For purposes of this Agreement, a Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly sells, gives, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such security or any interest therein, with or without consideration, or enters into an agreement or commitment providing for the same. (ii) Such Stockholder shall not take any action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. At any Company stockholders’ meeting or at any adjournment thereof or in any written consent or other circumstances upon which their vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted), or provide a written consent with respect to, such Stockholder’s shares of Company Stock against (y) any merger agreement or merger, consolidation, combination, tender offer (including an exchange offer), sale of any necessary significant portion of assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger as set forth in this Agreement) and (z) any amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company’s Certificate of Incorporation or Bylaws or other proposal or transaction involving the Company or of any Subsidiary, which amendment or other proposal or transaction which is intended to or would be reasonably likely to in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, this Agreement or any of the other transactions contemplated by this Agreement. (iii) Each Stockholder and the Company acknowledges and agrees that it is aware (and that each of its Representatives is aware or, upon receipt of any material nonpublic information of Parent, will be advised) of the restrictions imposed by the United States federal securities laws and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a public company. Each Stockholder and the Company hereby agrees that while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of the Parent, communicate such information to any third parties, take any other action in violation of such Laws, or cause or encourage any third party to do any of the foregoing. Each Stockholder and the Company also agrees that, upon request by the Parent, it will cause its Representatives to give a written undertaking to the same effect to the Parent.

Company Stockholder Approval. (i) As promptly as practicable following the date of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (iia) The Company shall prepare and cause to be filed and, as promptly as reasonably practicable (but in no event later than twenty (20) Business Days) after the date hereof, file with the SEC a the preliminary Proxy Statement. Parent shall cooperate with the Company in the preparation of the Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates Parent and its management and provide such other assistance as may be reasonably requested Merger Sub that is required in connection with the preparation, filing and distribution preparation of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties Subject to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements applicable Law, and anything in this Agreement to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoingcontrary notwithstanding, prior to the filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing of the Proxy Statement (or any amendment or supplement thereto) ), or any dissemination thereof to the stockholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company shall cooperate provide Parent and provide the Advisor its counsel with a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable such document or response, and the Company shall consider in good faith any comments proposed by Parent. The Company shall respond promptly to any comments from the SEC or the staff of the SEC with respect to the Proxy Statement (or any amendment or supplement thereto). The Company shall notify Parent promptly of the receipt of any comments (whether written or oral) 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 give due consideration supply Parent with copies of all correspondence between the Company and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Proxy Statement shall comply as to form in all changes provided by material respects with the Advisorrequirements of the Exchange Act. If, If at any time prior to the Proxy Statement being cleared by the SEC, Company Stockholder Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, the Advisor or any of their respective Affiliates should be Affiliates, officers or directors, is discovered by Parent (solely with respect to the Parent Information or other information relating to Parent or its Affiliates, officers or directors) or the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, that should be set forth in an amendment of, or a supplement to, to the Proxy Statement, Statement so that such document the Proxy Statement would not include any a 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, then the party which Party that discovers such information shall promptly notify the other parties hereto, Party or Parties hereto (as the case may be) and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and the Advisor shall 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, in disseminating disseminated to the information contained in such amendment or supplement to stockholders of the Company. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (which resolution will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement, the “Clearance Date”); provided that, notwithstanding anything to the contrary in the foregoing, if the Clearance Date occurs prior to the end of the Go-Shop Period, the Company will not be required to cause the Proxy Statement to be disseminated to the stockholders of the Company until the expiration of the Go-Shop Period but shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to the stockholders of the Company as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after the expiration of the Go-Shop Period. (b) Subject to the terms of Section 7.3(d), the Company shall take all action necessary in accordance with applicable Law and the certificate of incorporation and bylaws of the Company to set a record date for, duly give notice of, convene and hold a meeting of its stockholders following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval (the “Company Stockholder Meeting”) as soon as reasonably practicable following the Clearance Date and, subject to the terms of Section 7.3(c), in any event no later than forty-five (45) days following the Clearance Date. Once established, the Company shall not change the record date for the Company Stockholder Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or as otherwise required by applicable Law (including any requirement of Law in connection with any rescheduling, postponement or adjournment of the Company Stockholder Meeting that is permitted hereunder). Unless the Company shall have made a Change of Recommendation in accordance with Section 7.3(d), the Company shall include the Company Recommendation in the Proxy Statement and shall solicit, and use its reasonable best efforts to obtain, the Company Stockholder Approval at the Company Stockholder Meeting (including by soliciting proxies in favor of the adoption of this Agreement). (c) The Company shall cooperate with and keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. The Company may adjourn or postpone the Company Stockholder Meeting (i) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Law, (ii) if as of the time that the Company Stockholder 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 Stockholder Meeting (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than 45 calendar days in total pursuant to this clause (ii) without Parent’s prior written consent), (iii) if the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than 45 calendar days in total pursuant to this clause (iii) without Parent’s prior written consent) or (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholder Meeting. (d) Except as otherwise permitted in this Section 7.3(d), the Company Board shall not (i) withdraw (or qualify or modify in any manner adverse to Parent), or propose publicly to withdraw (or qualify or modify in any manner adverse to Parent), the Company Recommendation (it being understood that it shall be considered a modification adverse to Parent if (A) any Alternative Acquisition Proposal structured as a tender or exchange offer is commenced and the Company Board fails to publicly recommend against acceptance of such tender or exchange offer by the Company’s stockholders within ten (10) Business Days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act or (B) any Alternative Acquisition Proposal is publicly announced (other than by the commencement of a tender or exchange offer) and the Company Board fails to issue a public press release within five (5) Business Days of such public announcement providing that the Company Board reaffirms the Company Recommendation), (ii) approve, recommend or declare advisable any Alternative Acquisition Proposal (or propose to approve, recommend or declare advisable any Alternative Acquisition Proposal), (iii) fail to publicly reaffirm the Company Recommendation within five (5) Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such reaffirmation on more than three separate occasions) or (iv) fail to include the Company Recommendation in the Proxy Statement (any such action, a “Change of Recommendation”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may effect a Change of Recommendation and/or cause the Company to terminate this Agreement pursuant to Section 8.1(c)(iii) in response to a Superior Proposal received by the Company at any time after the date of this Agreement provided that (A) the Company Board shall have determined in good faith (after consultation with its outside legal and financial advisors) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, (B) the Company shall have given Parent at least four (4) Business Days prior written notice of the Company’s intention to effect a Change of Recommendation or terminate this Agreement in response to such Superior Proposal, which shall include a description of the terms and conditions of the Superior Proposal, the identity of the Person making the Superior Proposal and a copy of any proposed definitive agreement(s) relating to such Superior Proposal, including any related financing commitments, if any, (C) the Company shall have complied in all material respects with its obligations pursuant to Article 6 and this Section 7.3 with respect to such Superior Proposal, (D) the Company shall have negotiated in good faith with Parent and its Representatives (to the extent Parent notifies the Company in writing that it desires to negotiate) with respect to the terms and conditions of this Agreement and/or the Equity Commitment Letters so that such Alternative Acquisition Proposal would cease to constitute a Superior Proposal, (E) following such four (4) Business Day period, the Company Board (after consultation with its financial advisor and outside legal counsel and taking into account Pxxxxx’s proposed revisions to the terms and conditions of this Agreement that are binding on Parent and Merger Sub and irrevocable by Parent and Merger Sub until the expiration of the foregoing four-Business Day period (assuming the execution and delivery by the Company of the applicable definitive agreement) and any other information provided by Parent) shall have determined that the failure of the Company Board to make such a Change of Recommendation or to terminate this Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, and (F) in the event of a termination of this Agreement in order to cause the Company to enter into a definitive agreement with respect to such Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1(c)(iii), including paying the Company Termination Fee. In the event of any material amendments or modifications to such Alternative Acquisition Proposal (it being understood that any change to the financial terms of such proposal shall be deemed a material modification), the Company will be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.3(d) with respect to such new written notice (it being understood that the four (4) Business Day period shall be three (3) Business Days with respect to such new written notice, but in no event shorter than four (4) Business Days following the original written notice). In addition, notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may also effect a Change of Recommendation in response to an Intervening Event if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, provided that (i) the Company Board shall have given Parent at least four (4) Business Days prior written notice of the Company’s intention to effect a Change of Recommendation in response to such Intervening Event, which shall include a description in reasonable detail of the applicable Intervening Event, (ii) the Company Board shall have given Parent an opportunity to meet and negotiate with the Company and its advisors during the foregoing four (4) Business Day period (to the extent that Parent desires to so meet and negotiate) to discuss the foregoing Intervening Event and any adjustments or revisions to the terms of this Agreement proposed by Parent in response thereto to obviate the need to effect a Change of Recommendation, and following such four (4) Business Day period, the Company Board, after consultation with the Company’s outside legal counsel and taking into account Parent’s proposed revisions to the terms and conditions of this Agreement, shall have determined that the failure of the Company Board to make such a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided that each time any material amendment or modification to the Intervening Event occurs, the Company shall notify Parent of such amendment or modification in writing and the time period set forth in the preceding clause (ii) shall recommence and be extended for two (2) Business Days from the day of such notification (provided that the time period shall in no event be shorter than four (4) Business Days following the original written notice). (e) Nothing contained in this Agreement shall prohibit the Company or the Company Board or any committee thereof from (i) complying with its disclosure obligations under applicable Law or rules and policies of NYSE, as determined in good faith by the Company, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) or Item 1012(a) of Regulation M-A under the Exchange Act (or any similar communication to stockholders) or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (ii) making any disclosure to its stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would reasonably be expected to be inconsistent with the exercise of its fiduciary duties under applicable Law; provided that (1) any such statement or disclosure pursuant to this Section 7.3(e) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board and the rights of Parent under clauses (a) through (d) of this Section 7.3, and (2) nothing in the foregoing will be deemed to permit the Company or the Company Board to effect a Change of Recommendation other than in accordance with Section 7.3(d).

Company Stockholder Approval. (i) As promptly as practicable following the date of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (iia) The Company shall prepare and cause to be filed and, as promptly as reasonably practicable (but in no event later than thirty (30) Business Days) after the date hereof, file with the SEC a the preliminary Proxy Statement. Parent shall cooperate with the Company in the preparation of the Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates Parent and its management and provide such other assistance as may be reasonably requested Merger Sub that is required in connection with the preparation, filing and distribution preparation of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties Subject to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements applicable Law, and anything in this Agreement to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoingcontrary notwithstanding, prior to the filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing of the Proxy Statement (or any amendment or supplement thereto) ), or any dissemination thereof to the stockholders of the Company, or responding to any comments of from the SEC with respect thereto, the Company shall cooperate provide Parent and provide the Advisor its counsel with a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable such document or response, which the Company shall consider in good faith. The Company shall respond promptly to any comments from the SEC or the staff of the SEC with respect to the Proxy Statement (or any amendment or supplement thereto). The Company shall notify Parent promptly of the receipt of any comments (whether written or oral) 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 give due consideration supply Parent with copies of all correspondence between the Company and any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated by this Agreement. The Proxy Statement shall comply as to form in all changes provided by material respects with the Advisorrequirements of the Exchange Act. If, If at any time prior to the Proxy Statement being cleared by the SEC, Company Stockholder Meeting (or any adjournment or postponement thereof) any information relating to Parent or the Company, the Advisor or any of their respective Affiliates should be Affiliates, officers or directors, is discovered by Parent or the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, that should be set forth in an amendment of, or a supplement to, to the Proxy Statement, Statement so that such document the Proxy Statement would not include any a 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, then the party which Party that discovers such information shall promptly notify the other parties hereto, Party or Parties hereto (as the case may be) and an appropriate amendment or supplement describing such information shall be promptly filed by the Table of Contents Company and the Advisor shall 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, in disseminating disseminated to the information contained in such amendment or supplement to stockholders of the Company. The Company shall cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (which resolution will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement, the “Clearance Date”); provided that, notwithstanding anything to the contrary in the foregoing, if the Clearance Date occurs prior to the end of the Go-Shop Period, the Company will not be required to cause the Proxy Statement to be disseminated to the stockholders of the Company until the expiration of the Go-Shop Period but shall use its reasonable best efforts to cause the Proxy Statement to be disseminated to the stockholders of the Company as promptly as reasonably practicable (and in any event no later than five (5) Business Days) after the expiration of the Go-Shop Period. (b) Subject to the terms of Section 7.3(d), the Company shall take all action necessary in accordance with applicable Law and the certificate of incorporation and bylaws of the Company to set a record date for, duly give notice of, convene and hold a meeting of its stockholders following the mailing of the Proxy Statement for the purpose of obtaining the Company Stockholder Approval (the “Company Stockholder Meeting”) as soon as reasonably practicable following the Clearance Date. Once established, the Company shall not change the record date for the Company Stockholder Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or as otherwise required by applicable Law. Unless the Company shall have made a Change of Recommendation in accordance with Section 7.3(d), the Company shall include the Company Recommendation in the Proxy Statement and shall solicit, and use its reasonable best efforts to obtain, the Company Stockholder Approval at the Company Stockholder Meeting (including by soliciting proxies in favor of the adoption of this Agreement). (c) The Company shall cooperate with and keep Parent reasonably informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. The Company may adjourn or postpone the Company Stockholder Meeting (i) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required to be filed and disseminated under applicable Law, (ii) if as of the time that the Company Stockholder 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 Stockholder Meeting (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than 45 calendar days in total pursuant to this clause (ii) without Parent’s prior written consent), (iii) if the Company reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than 45 calendar days in total pursuant to this clause (iii) without Parent’s prior written consent) or (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholder Meeting. (d) Except as otherwise permitted in this Section 7.3(d), the Company Board shall not (i) withdraw (or qualify or modify in any manner adverse to Parent), or propose publicly to withdraw (or qualify or modify in any manner adverse to Parent), the Company Recommendation (it being understood that it shall be considered a modification adverse to Parent if (1) any Alternative Acquisition Proposal structured as a tender or exchange offer is commenced and the Company Board fails to publicly recommend against acceptance of such tender or exchange offer by the Company’s stockholders within ten (10) Business Days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act or (2) any Alternative Acquisition Proposal is publicly announced (other than by the commencement of a tender or exchange offer) and the Company Board fails to issue a public Table of Contents press release within five (5) Business Days of such public announcement providing that the Company Board reaffirms the Company Recommendation), (ii) approve, recommend or declare advisable any Alternative Acquisition Proposal (or propose to approve, recommend or declare advisable any Alternative Acquisition Proposal), (iii) fail to publicly reaffirm the Company Recommendation within five (5) Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such reaffirmation on more than three separate occasions (provided that, in the event Parent has not previously requested the Company Board to make such a reaffirmation, there shall be no limit on the number of reaffirmations that Parent may request in response to any Alternative Acquisition Proposal)) or (iv) fail to include the Company Recommendation in the Proxy Statement (any such action, a “Change of Recommendation”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may effect a Change of Recommendation and/or cause the Company to terminate this Agreement pursuant to Section 8.1(c)(iii) in response to a Superior Proposal received by the Company at any time after the date of this Agreement, provided that (A) the Company Board shall have determined in good faith (after consultation with its outside legal and financial advisors) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, (B) the Company shall have given Parent at least five (5) Business Days prior written notice of the Company’s intention to effect a Change of Recommendation or terminate this Agreement in response to such Superior Proposal, which shall include a description of the terms and conditions of the Superior Proposal, the identity of the Person making the Superior Proposal and a copy of any proposed definitive agreement(s) relating to such Superior Proposal, including any related financing commitments, if any, (C) the Company shall have complied in all material respects with its obligations pursuant to Article 6 and this Section 7.3 with respect to such Superior Proposal, (D) the Company shall have negotiated in good faith with Parent and its Representatives (to the extent Parent desires to negotiate) with respect to the terms and conditions of this Agreement and/or the Commitment Letters so that such Alternative Acquisition Proposal would cease to constitute a Superior Proposal, (E) following such five (5) Business Day period, the Company Board (after consultation with its financial advisor and outside legal counsel and taking into account Parent’s proposed revisions to the terms and conditions of this Agreement that are binding on Parent and Merger Sub and irrevocable by Parent and Merger Sub until the expiration of the foregoing five-Business Day period (assuming the execution and delivery by the Company of the applicable definitive agreement) and any other information provided by Parent) shall have determined that the failure of the Company Board to make such a Change of Recommendation or to terminate this Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, and (F) in the event of a termination of this Agreement in order to cause the Company to enter into a definitive agreement with respect to such Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1(c)(iii), including paying the Company Termination Fee. In the event of any material amendments or modifications to such Alternative Acquisition Proposal (it being understood that any change to the financial terms of such proposal shall be deemed a material modification), the Company will be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.3(d) with respect to such new written notice (it being understood that the five (5) Business Day period shall be three (3) Business Days with respect to such new written notice, but in no event shorter than five (5) Business Days following the original written notice). In addition, notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may also effect a Change of Recommendation in response to an Intervening Event if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, provided that (i) the Company Board shall have given Parent at least five (5) Business Days prior written notice of the Company’s intention to effect a Change of Recommendation in response to such Intervening Event, which shall include a description in reasonable detail of the applicable Intervening Event, (ii) the Company Board shall have given Parent an opportunity to meet and negotiate with the Company and its advisors during the foregoing five (5) Business Day period (to the extent that Parent desires to so meet and negotiate) to discuss the foregoing Intervening Event and any adjustments or revisions to the terms of this Agreement proposed by Parent in response thereto to obviate the need to effect a Change of Recommendation, and following such five (5) Business Day period, the Company Board, after consultation with the Company’s outside legal counsel and taking into Table of Contents account Parent’s proposed revisions to the terms and conditions of this Agreement, shall have determined that the failure of the Company Board to make such a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided, that each time any material amendment or modification to the Intervening Event occurs, the Company shall notify Parent of such amendment or modification in writing and the time period set forth in the preceding clause (ii) shall recommence and be extended for two (2) Business Days from the day of such notification. (e) Nothing contained in this Agreement shall prohibit the Company or the Company Board or any committee thereof from (i) complying with its disclosure obligations under applicable Law or rules and policies of NASDAQ, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) or Item 1012(a) of Regulation M-A under the Exchange Act (or any similar communication to stockholders) or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (ii) making any disclosure to its stockholders if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Company Board to make such disclosure would reasonably be expected to be inconsistent with the exercise of its fiduciary duties under applicable Law; provided that (1) any such statement or disclosure pursuant to this Section 7.3(e) must be subject to the terms and conditions of this Agreement and will not limit or otherwise affect the obligations of the Company or the Company Board and the rights of Parent under this Section 7.3, and (2) nothing in the foregoing will be deemed to permit the Company or the Company Board to effect a Change of Recommendation other than in accordance with Section 7.3(d).

Company Stockholder Approval. (ia) As promptly as practicable following Promptly after the date of this Amended AgreementRegistration Statement has been declared effective under the Securities Act, and in any event no later than two (2) Business Days thereafter, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders shall solicit for the purpose of obtaining approval the Company Stockholder Approval. Under no circumstances shall the Company assert that any other approval or consent is necessary by its stockholders to approve this Agreement and the Contemplated Transactions. (iib) The Reasonably promptly following receipt of the Company Stockholder Approval, the Company shall prepare and cause mail the Registration Statement (or a portion thereof constituting a notice of the Contemplated Transactions and of the Company Stockholder Approval) to be filed with every stockholder of the SEC a Proxy Statement in preliminary and definitive form Company that did not execute the Company Stockholder Approval, if any (the “Proxy StatementStockholder Notice”). The Stockholder Notice shall (i) relating be a statement to the meeting effect that the Company Board determined that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the stockholders of the Company at which and approved and adopted this Agreement, the Merger and the other Contemplated Transactions and (ii) provide the stockholders of the Company to whom it is sent with notice of the availability of appraisal rights and notice of the actions taken in the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itselfApproval, its Affiliates including the adoption and its management approval of this Agreement, the Merger and provide such the other assistance as may be reasonably requested Contemplated Transactions in connection accordance with the preparation, filing Sections 228(e) and distribution 262 of the Proxy StatementDGCL and the organizational documents of the Company. The Proxy Statement All materials (including any amendments thereto) submitted to the stockholders of the Company in accordance with this Section 7.2(b) shall include all information reasonably requested by the Parties be subject to be included therein. Parent’s advanced review and reasonable approval. (c) The Company agrees that: (i) the Company Board shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between recommend that the Company, on one hand, ’s stockholders vote to adopt and approve this Agreement and the SEC, on the other hand, Contemplated Transactions and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond solicit such approval within the time set forth in Section 7.2(a) (the recommendation of the Company Board that the Company’s stockholders vote to adopt and approve this Agreement being referred to as promptly as practicable the “Company Board Recommendation”) and (ii) the Company Board Recommendation shall not be withdrawn or modified (and the Company Board shall not publicly propose to withdraw or modify the Company Board Recommendation) in a manner adverse to Parent, and no resolution by the Company Board or any comments from committee thereof to withdraw or modify the SEC with respect Company Board Recommendation in a manner adverse to Parent or to adopt, approve or recommend (or publicly adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed (the actions set forth in the foregoing clause (ii), collectively, a “Company Board Adverse Recommendation Change”). (d) Notwithstanding anything to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statementcontrary contained in Section 7.2(c), mailing the Proxy Statement (or any amendment or supplement thereto) or responding and subject to any comments of the SEC compliance with respect theretoSection 6.4 and Section 7.2, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, if at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any approval and adoption of their respective Affiliates should be discovered this Agreement by the Company Stockholder Approval, (i) the Company receives a bona fide written Superior Offer, or (ii) as a result of a material development or change in circumstances (other than any such event, development or change to the extent related to (A) any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the Advisor whichconsequences thereof or (B) the fact, in and of itself, that the Company meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations) that affects the business, assets or operations of the Company that occurs or arises after the date of this Agreement (a “Company Intervening Event”), the Company Board may make a Company Board Adverse Recommendation Change if, but only if, in the reasonable judgment case of a Superior Offer, following the receipt of and on account of such Superior Offer, (1) the Company Board determines in good faith, after consulting with outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, (2) the Company has, and has caused its financial advisors and outside legal counsel to, during the Company Notice Period, negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Offer (to the extent Parent desires to negotiate) and (3) if after Parent shall have delivered to the Company an irrevocable written offer to alter the terms or conditions of this Agreement during the Company Notice Period, the Company Board shall have determined in good faith, based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Company Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the terms and conditions of this Agreement); provided that (x) Parent receives written notice from the Company confirming that the Company Board has determined to change its recommendation at least four (4) Business Days in advance of the Company or Board Adverse Recommendation Change (the Advisor“Company Notice Period”), should be set forth which notice shall include a description in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light reasonable detail of the circumstances under which they were madereasons for such Company Board Adverse Recommendation Change, not misleadingand written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (y) during any Company Notice Period, Parent shall be entitled to deliver to the party which discovers Company one or more counterproposals to such information shall promptly notify the other parties hereto, Acquisition Proposal and the Company will, and the Advisor shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement cause its Representatives to, the Proxy Statement and, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (z) in the event of any material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration or percentage of the combined company that the Company’s stockholders would receive as a result of such potential Superior Offer), the Company shall be required by Lawto provide Parent with notice of such material amendment and the Company Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remain in the Company Notice Period following such notification during which the parties shall comply again with the requirements of this Section 7.2(d) and the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end of such Company Notice Period as so extended (it being understood that there may be multiple extensions) or (ii) in the case of a Company Intervening Event, the Company promptly notifies Parent, in disseminating writing, within the information contained in such amendment or supplement Company Notice Period before making a Company Board Adverse Recommendation Change, which notice shall state expressly the material facts and circumstances related to stockholders of the Companyapplicable Company Intervening Event and that the Company Board intends to make a Company Board Adverse Recommendation Change.

Company Stockholder Approval. (ia) As promptly as practicable Promptly following the date execution of this Amended Agreement, the Company shall, in accordance shall have prepared (and shall have provided Parent with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on on) an information statement to be distributed to the Company Stockholders in connection with soliciting the approval of such Company Stockholders of this Agreement and the transactions contemplated hereby (the “Information Statement”), which Information Statement shall comply with all applicable document or response (laws and this Section 4.2. Each of Parent and the Company agree that all information provided by each of them for inclusion in any materials to be submitted to the Company Stockholders in connection with the solicitation of their approval of this Agreement and the transactions contemplated hereby, including the proposed final version of Information Statement (the applicable document or response) “Soliciting Materials”), shall comply in all material respects with Regulation D and shall give due consideration to all changes provided by the Advisor. If, at will not contain any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement or in any amendments or supplements to the Information Statement. As soon as practicable following the execution of this Agreement, the party Company shall (i) submit this Agreement and the transactions contemplated hereby to the Company Stockholders for approval and adoption by such Company Stockholders pursuant to the Stockholder Written Consent and shall, in connection therewith, distribute to such Company Stockholders a copy of the Soliciting Materials and (ii) deliver to Parent, promptly after it becomes available, a true, correct and complete copy of the executed Stockholder Written Consent evidencing the Company’s receipt of the Requisite Stockholder Vote adopting this Agreement and the transactions contemplated hereby, including (A) the deposit of the Escrow Amount with the Escrow Agent, (B) the appointment of the Stockholders’ Representative as the agent and attorney-in-fact for the Company Stockholders, having the powers and rights regarding indemnification set forth herein, and (C) the Series A Preferred Conversion. (b) The Company shall deliver to each Company Stockholder, along with the Information Statement, (i) a Stockholder Questionnaire in the form attached hereto as Exhibit H pursuant to which discovers such information Company Stockholder will indicate whether such Company Stockholder qualifies as an Accredited Investor and (ii) a Merger Consideration Election Form in the form attached hereto as Exhibit I (the “Merger Consideration Election Form”) permitting Accredited Stockholders to specify whether such holder elects to receive Stock Election Shares, Mixed Election Shares, Cash Election Shares, Series B Stock Election Shares, Series B Mixed Election Shares or Series B Cash Election Shares, as applicable. Any such election shall promptly have been properly made only if Parent shall have actually received a properly completed Merger Consideration Election Form or such election is deemed properly made pursuant to the last sentence of this Section 4.2(b). Subject to the terms of this Agreement and of the Stockholder Questionnaire or Merger Consideration Election Form, as applicable, Parent shall have sole discretion to determine whether any Company Stockholder qualifies as an Accredited Investor and whether any election has been properly or timely made and to disregard immaterial defects in the Merger Consideration Election Forms, and any good faith decisions of Parent regarding such matters shall be binding and conclusive. None of Parent, the Merger Subs or the Company shall be under any obligation to notify any Person of any defect in a Stockholder Questionnaire or Merger Consideration Election Form. Prior to the other parties heretoClosing, the Company shall use reasonable best efforts to deliver to Parent Stockholder Questionnaires duly executed by Company Stockholders representing 90% of the outstanding Company Capital Stock and Parent Merger Consideration Election Forms duly executed by Accredited Stockholders representing 90% of the outstanding Company Capital Stock held by Accredited Stockholders. A Company Stockholder who does not return a properly completed Stockholder Questionnaire to the Company or Parent by the Closing will be deemed to not be an Accredited Investor, and a Company Stockholder that is an Accredited Investor, who does not return a properly completed Merger Consideration Election Form to the Company or Parent by the Closing will be deemed to have elected to receive Stock Election Shares or Series B Stock Election Shares, as applicable, in respect of such Company Stockholder’s shares of Company Capital Stock. (c) Promptly following execution of this Agreement, the Company shall deliver to Parent, prior to the solicitation of the requisite Company Stockholder approval described in Section 4.2(d), a 280G Waiver from each Person in the form attached hereto as Exhibit J (the “280G Waiver”) whom the Company reasonably believes is, with respect to the Company or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the solicitation of the requisite Company Stockholder approval described in Section 4.2(d), and who might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, unless the requisite Company Stockholder approval of such parachute payments is obtained pursuant to Section 4.2(d). (d) Promptly following the delivery by the Company to Parent of each 280G Waiver described in Section 4.2(b), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Parent) by such number of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code any payments and/or benefits that are subject to a 280G Waiver and that Parent reasonably determines, or that Company reasonably determines, may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code, and prior to the Effective Time the Company shall deliver to Parent evidence reasonably satisfactory to Parent (i) that a Company Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder, and the requisite Company Stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company Stockholder vote (the “280G Approval”) or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals on the date of this Agreement. (e) The Soliciting Materials shall be subject to review and approval by Parent and shall include information regarding the Company, this Agreement and the Advisor transactions contemplated hereby, the deposit of the Escrow Amount with the Escrow Agent, the appointment of the Stockholders’ Representative as the agent and attorney-in-fact for the Company Stockholders, the Series A Preferred Conversion and the unanimous recommendation of the Board in favor of this Agreement and the transactions contemplated hereby, the deposit of the Escrow Amount with the Escrow Agent, the appointment of the Stockholders’ Representative as the agent and attorney-in-fact for the Company Stockholders, and the Series A Preferred Conversion. The Company will promptly advise Parent in writing if at any time prior to the Closing the Company obtains Knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement or any other Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable law. Parent will promptly advise the Company in writing if at any time prior to the Closing Parent obtains knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement or any other Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable law. Anything to the contrary contained herein notwithstanding, the Company shall cooperate not include in the prompt filing Soliciting Materials any information with the SEC of any necessary amendment of, respect to Parent or supplement toits affiliates or associates, the Proxy Statement andform and content of which shall not have been consented to in writing by Parent prior to such inclusion, except as required pursuant to applicable law. (f) Except as required by applicable Delaware law, the Board shall not withdraw, alter, modify, change or revoke its approval of this Agreement and the transactions contemplated hereby nor its recommendation to the extent required by Law, Company Stockholders to vote in disseminating favor of this Agreement and the information contained in such amendment or supplement to stockholders of the Companytransactions contemplated hereby.

Company Stockholder Approval. (i) As promptly as practicable following the date of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (iia) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereofthe Registration Statement Effectiveness Date, provide give notice in accordance with the Advisor DGCL and the certificate of incorporation and bylaws of the Company to all the Company Stockholders calling for a special meeting of such stockholders to consider and vote upon the adoption of this Agreement and the approval of the Mergers and the other Transactions contemplated hereby and shall hold such meeting as promptly as practicable after such notice is given (“Company Stockholder Meeting”). The Company and its board of directors shall cause the Company Stockholder Meeting to take place in accordance with copies the foregoing and in compliance with the Securities Act, the DGCL and the certificate of all correspondence between incorporation and bylaws of the Company and use commercially reasonable best efforts to secure the Company Stockholder Approval at the Company Stockholder Meeting. Notwithstanding the foregoing, at the election and option of the Company, on one handthe Company shall be permitted to obtain the Company Stockholder Approval, without a need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of shares of voting capital stock of the Company representing the Company Stockholder Approval that is executed and delivered by such holders after the SECRegistration Statement Effectiveness Date; provided, on that, in the other handevent that the Company elects to obtain the Company Stockholder Approval pursuant to such written consent, and all written comments consents with respect to this Agreement, the Proxy Statement received Mergers and the other Transactions contemplated hereby will be solicited from all holders of shares of capital stock of the SEC and promptly advise the Advisor of any oral comments Company entitled to vote with respect to the Proxy Statement received from the SECsuch matters. The Company, with the assistance of the Advisor, Company shall use its commercially reasonable best efforts to respond cause the Company Stockholders to (i) vote (in person, by proxy or by action by written consent, as promptly as practicable applicable) all of their shares of capital stock of the Company entitled to any comments from the SEC vote with respect to such matters in favor of, and adopt, the Proxy Statement Mergers and have to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate the Acquisition Merger and (ii) execute and deliver all related documentation and take such comments cleared other action in support of the Acquisition Merger as shall reasonably be requested by the SEC as promptly as practicable. Notwithstanding Company in connection with the foregoingAcquisition Merger. (b) The Company Board shall not (and no committee or subgroup thereof shall) change, prior withdraw, withhold, amend, qualify or modify or (privately or publicly) propose to filing the Proxy Statement (including with respect to the preliminary Proxy Statement)change, mailing the Proxy Statement (withdraw, withhold, amend, qualify or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretomodify, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, Board Recommendation unless it determines in good faith that such change is in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders best interests of the Company. The Company Board shall publicly reaffirm the Company Board Recommendation within five (5) Business Days of receipt of a written request therefor from the Acquiror, provided that Company shall be obligated to make only two (2) such public reaffirmations.

Company Stockholder Approval. (ia) As promptly The Company shall, as soon as practicable following the date of this Amended AgreementAgreement (and in no event later than 15 business days following the date hereof), prepare and file a proxy statement (the "Proxy Statement") with respect to the solicitation of proxies to vote for adoption of this Agreement at the Stockholders' Meeting. Each of Parent and the Company shallagrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting reasonable judgment of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itselfproviding party or its counsel, its Affiliates and its management and provide such other assistance as may be reasonably requested required or appropriate for inclusion in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments made by the SEC and its staff with respect to the Proxy Statement. The Company shall provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company's receipt of such comments, and any written responses thereto. Parent and its counsel shall be given reasonable opportunity to review any such written responses and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel. After completing proceedings with the staff of the SEC with respect to the Proxy Statement, the Company will distribute the definitive Proxy Statement and have such comments cleared by the SEC as promptly as practicableto its stockholders. Notwithstanding the foregoing, prior to filing Whenever any event occurs or if there is any inaccuracy in the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, which should be set forth in an amendment of, or a supplement to, to the Proxy Statement, so that such document would not include any misstatement of a material fact the Company or omit to state any material fact necessary to make Parent, as the statements thereincase may be, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall will promptly notify inform the other parties hereto, of such occurrence or inaccuracy and the Company and the Advisor shall cooperate in the prompt filing with the SEC of making any necessary appropriate amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in and mailing such amendment or supplement to the Company's stockholders. The Proxy Statement shall include the Recommendations, unless such Recommendations have been withdrawn in accordance with Section 5.2(b), and the Fairness Opinion. (b) As soon as practicable following the date of this Agreement, the Company shall set a record date for, call and give notice of a special meeting of its stockholders (the "Stockholders' Meeting") for the purpose of considering and voting on the adoption of this Agreement (with the record date and meeting date set in consultation with Parent, and with the meeting date following the date on which the SEC staff advises the Company that it has no further comments on the Proxy Statement (or that the SEC staff advises that it is not reviewing the Proxy Statement) or that the Company may commence mailing the Proxy Statement)), and the Company shall take all action necessary under all applicable Legal Requirements and in accordance with the Company's Organizational Documents to hold the Stockholders' Meeting. The Stockholders' Meeting shall be held as soon as reasonably practicable after the definitive Proxy Statement has been distributed to the Company's stockholders. The Company shall use commercially reasonable efforts to solicit proxies from its stockholders to vote in favor of the Companyproposal to adopt this Agreement. The Company shall not require any vote greater than a majority of the votes entitled to be cast by the holders of the issued and outstanding shares of Company Common Stock for approval of the Merger and this Agreement. Unless this Agreement is previously terminated in accordance with Article 8, the Company shall submit the Merger and this Agreement to a vote of its stockholders at the Stockholders' Meeting even if the Board of Directors of the Company determines at any time after the date hereof that the Merger is no longer advisable and withdraws its Recommendations. (c) Simultaneously with the execution of this Agreement, Parent has entered into a Voting Agreement dated as of the date hereof with each of Charlesbank Equity Fund VI, Limited Partnership, CB Offshore Equity Fund VI, L.P., Charlesbank Coinvestment Partners, Limited Partnership and Charlesbank Equity Coinvestment Fund VI, Limited Partnership and Xxxxx X. Table of Contents

Company Stockholder Approval. (i) As promptly The Company shall use its reasonable best efforts that as soon as practicable following after the date execution and delivery of this Amended AgreementAgreement (the “Company Stockholder Written Consent Deadline”), the “Company Stockholder Written Consent”, duly executed and delivered by such Company Stockholders as is required to fully and irrevocably obtain the Company’s stockholder approval (“Company Stockholder Approval”), shall be delivered to Parent. The Company shall ensure that the Company Stockholder Written Consents executed and delivered in accordance with the foregoing sentence shall have been obtained and executed in compliance with, and are valid and effective under, the applicable provisions of the DGCL, and if applicable, CCC or the state of Delaware, as the case may be, and any other applicable Laws and the Company’s organizational documents. Concurrently with the delivery of the Company Stockholder Written Consent to Parent pursuant to this Section 7.2, the Company shall, shall deliver to Parent a Company Shareholder Support Agreement in accordance with applicable Law, establish a record datesubstantially the form attached hereto as Exhibit C, duly call, give notice of, convene executed by each Company Stockholder that executes and hold a meeting of its stockholders for the purpose of obtaining delivers the Company Stockholder Approval. (ii) The Company shall prepare and cause Written Consent pursuant to be filed with this Section 7.2. Promptly following the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting receipt of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with via the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The executed Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect theretoStockholder Written Consents, the Company shall cooperate and provide will prepare (subject to the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version approval of the applicable document or responseParent) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement anddeliver, to the extent holders of Company Capital Stock who have not executed and delivered the Company Stockholder Written Consent, the notice required by Section 228(e) of the DGCL, which shall include a description of the appraisal and dissenter rights of such holders available under Section 262 of the DGCL and/or, if applicable, Chapter 13 of the CCC, along with such other information as is required thereunder and pursuant to other applicable Law. Neither the Company’s Board of Directors, nor any committee thereof, shall withhold, withdraw, amend, modify, change, qualify or propose or resolve to withhold, withdraw, amend, modify or change, in disseminating the information contained each case in such amendment or supplement a manner adverse to stockholders of Parent, the Company’s board recommendation.

Company Stockholder Approval. (ia) As promptly as practicable following Promptly after the date of this Amended AgreementRegistration Statement has been declared effective under the Securities Act and the prospectus related thereto has been filed and distributed, and in any event no later than two (2) Business Days thereafter, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders shall solicit for the purpose of obtaining approval the Company Stockholder Approval. Under no circumstances shall the Company assert that any other approval or consent is necessary by its stockholders to approve this Agreement and the transaction contemplated herein. (iib) The Reasonably promptly following receipt of the Company Stockholder Approval, the Company shall prepare and cause to be filed with the SEC mail a Proxy Statement in preliminary and definitive form notice (the “Proxy StatementStockholder Notice”) relating to every stockholder of the Company that did not execute a written consent with respect to the meeting Company Stockholder Approval. The Stockholder Notice shall (i) be a statement to the effect that the Company Board determined that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the stockholders of the Company at which and approved and adopted this Agreement, the Merger and the other transactions contemplated hereby and (ii) provide the stockholders of the Company to whom it is sent with notice of the availability of appraisal rights and notice of the actions taken in the Company Stockholder Approval is soughtApproval, including the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby in accordance with Sections 228(e) and 262 of the DGCL and the organizational documents of the Company. The Advisor shall furnish all information concerning itself, its Affiliates Parent and its management and provide such other assistance as may counsel shall be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a given reasonable opportunity to review and comment on the applicable document or response all materials (including any amendments thereto) submitted to the proposed final version stockholders of the applicable document or responseCompany in accordance with this Section 7.2(b). (c) The Company agrees that, subject to Section 7.2(d): (i) the Company Board shall recommend that the Company’s stockholders vote to adopt and approve this Agreement and the transactions contemplated hereby and shall use commercially reasonable efforts to solicit such approval within the time set forth in Section 7.2(a) (the recommendation of the Company board that the Company’s stockholders vote to adopt and approve this Agreement being referred to as the “Company Board Recommendation”) and (ii) the Company Board Recommendation shall give due consideration not be withdrawn or modified (and the Company Board shall not publicly propose to all changes provided withdraw or modify the Company Board Recommendation) in a manner adverse to Parent, and no resolution by the Advisor. IfCompany Board or any committee thereof to withdraw or modify the Company Board Recommendation in manner adverse to Parent or to adopt, approve or recommend (or publicly adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed (the actions set forth in the foregoing clause (ii), collectively, a “Company Board Adverse Recommendation Change”). (d) Notwithstanding anything to the contrary contained in Section 7.2(c), and subject to compliance with Section 6.4 and 7.2, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment receipt of the Company Stockholder Approval, (i) the Company receives a bona fide written Superior Offer or (ii) as a result of a material development or change in circumstances (other than any such event, development or change to the extent related to (A) any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the Advisorconsequences thereof or (B) the fact, should in and of itself, that the Company meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations) that affects the business, assets or operations of the Company that occurs or arises after the date of this Agreement (a “Company Intervening Event” ), the Company Board may make a Company Board Adverse Recommendation Change if, but only if (i) in the case of a Superior Offer, following the receipt of and on account of such Superior Offer, (1) the Company Board determines in good faith, after consulting with outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would reasonably be set forth in an amendment ofexpected to be inconsistent with its fiduciary duties under applicable Law, or a supplement (2) the Company has, and has caused its financial advisors and outside legal counsel to, during the Proxy StatementCompany Notice Period, negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement so that such document Acquisition Proposal ceases to constitute a Superior Offer (to the extent Parent desires to negotiate) and (3) if after Parent shall have delivered to the Company an irrevocable written offer to alter the terms or conditions of this Agreement during the Company Notice Period, the Company Board shall have determined in good faith, based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Company Board Recommendation would not include any misstatement of a material fact or omit reasonably be expected to state any material fact necessary to make the statements therein, in light be inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the circumstances under terms and conditions of this Agreement); provided that (x) Parent receives written notice from the Company confirming that the Company Board has determined to change its recommendation at least four (4) Business Days in advance of the Company Board Adverse Recommendation Change (the “Company Notice Period”), which they were madenotice shall include a description in reasonable detail of the reasons for such Company Board Adverse Recommendation Change, not misleadingand written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (y) during any Company Notice Period, Parent shall be entitled to deliver to the party which discovers Company one or more counterproposals to such information shall promptly notify the other parties hereto, Acquisition Proposal and the Company will, and the Advisor shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement cause its Representatives to, the Proxy Statement and, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (z) in the event of any material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration or percentage of the combined company that the Company’s stockholders would receive as a result of such potential Superior Offer), the Company shall be required by Lawto provide Parent with notice of such material amendment and the Company Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remain in the Company Notice Period following such notification during which the parties shall comply again with the requirements of this Section 7.2(d) and the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end of such Company Notice Period as so extended (it being understood that there may be multiple extensions) or (ii) in the case of a Company Intervening Event, the Company promptly notifies Parent, in disseminating writing, within the information contained in such amendment or supplement Company Notice Period before making a Company Board Adverse Recommendation Change, which notice shall state expressly the material facts and circumstances related to stockholders of the Companyapplicable Company Intervening Event and that the Company Board intends to make a Company Board Adverse Recommendation Change.

Company Stockholder Approval. (i) As promptly as practicable following Following the date of this Amended AgreementClosing, the Company shallagrees to use commercially reasonable efforts to obtain, at the first special or annual meeting of Company Stockholders (at which a quorum is present), which the Company shall cause to occur no later than six months following the Closing Date (the “Stockholder Meeting”), the approval by the Company Stockholders of the conversion of all shares of Preferred Stock issued or issuable pursuant to this Agreement (assuming maximum conversion rates as set forth in the Certificate of Designation and that the Company elects to pay dividends in kind or otherwise accrues to Stated Value in accordance with applicable Lawthe terms of the Certificate of Designation) into shares of Common Stock (such approval, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company “Requisite Stockholder Approval. (ii”) in accordance with the Articles of Incorporation and the bylaws of the Company. The Company shall will prepare and cause to be filed file with the SEC a Proxy Statement proxy statement to be sent to the Company’s stockholders in preliminary and definitive form connection with the Stockholder Meeting (the “Proxy Statement”) relating ). Subject to the meeting of directors’ fiduciary duties, the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all the Board of Directors’ recommendation that the holders of shares of Common Stock vote in favor of the Requisite Stockholder Approval. Each Purchaser agrees to furnish to the Company information concerning such Purchaser and its Affiliates as the Company, on the advice of outside counsel, reasonably requested by determines is necessary for the Parties Proxy Statement, the Stockholder Meeting or any subsequent proxy solicitation; provided, however, that the Purchaser shall not be obligated to provide (i) any information subject to confidentiality, non-disclosure, or similar agreements or which cannot be disclosed under applicable Law, (ii) personally identifiable information, (iii) information regarding the limited partners of such Purchaser and (iv) financial information that the Purchaser reasonably deems to be included thereinmaterial to its business, as determined in good faith in its sole discretion. The Company shall promptly notify the Advisor upon Purchasers of (i) the receipt of the Requisite Shareholder Approval or (ii) any comments from projected failure to obtain the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the CompanyRequisite Shareholder Approval.

Company Stockholder Approval. (a) Proxy Statement and Other SEC Filings. (i) As promptly as practicable Promptly following the date of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall will prepare and cause to be filed file as promptly as practicable with the SEC a Proxy Statement in preliminary and definitive form proxy statement (as amended or supplemented, the “Proxy Statement”) relating to the meeting Company Stockholder Meeting (and will use its reasonable best efforts to do so within 15 Business Days of the stockholders date of this Agreement). Subject to Section 7.1(c), the Company at which shall include the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested Board Recommendation in connection with the preparation, filing and distribution of the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement shall include to comply as to form in all information reasonably requested by material respects with the Parties to be included thereinapplicable requirements of the Exchange Act and the rules of the SEC and Nasdaq. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to will not file the Proxy Statement received from with the SEC without providing Parent and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor counsel a reasonable opportunity to review and comment on thereon, which comments shall be considered by the applicable document or response Company in good faith. On the date of filing, the date of mailing to the Company Stockholders (including if applicable) and at the proposed final version time of the applicable document Company Stockholder Meeting, the Company shall cause the Proxy Statement and any Other Required Company Filings to not contain any untrue statement of a material fact or response) and shall give due consideration omit to all changes provided 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 false or misleading; provided, notwithstanding the Table of Contents foregoing, no covenant is made by the AdvisorCompany with respect to any information supplied by Parent, Merger Sub or any of their Affiliates for inclusion or incorporation by reference in the Proxy Statement or any Other Required Company Filings. IfThe information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement or any Other Required Company Filings will not, at the time of filing with the SEC, 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. Parent shall cause the information supplied by Parent, Merger Sub and their respective Affiliates for inclusion or incorporation by reference in the Proxy Statement or any Other Required Company Filings to not, at the time of filing with the SEC, knowingly contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no covenant is made by Parent or Merger Sub with respect to any information supplied by the Company for inclusion or incorporation by reference in the Proxy Statement or any Other Required Company Filing. (ii) Each of the Company, Parent and Merger Sub shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by such other party in connection with the preparation and filing with the SEC of the Proxy Statement or any Other Required Company Filing and will otherwise reasonably assist and cooperate with the other in the preparation and filing and distribution of the Proxy Statement and the resolution of any comments received from the SEC. If at any time prior to the Proxy Statement being cleared by the SEC, Company Stockholder Meeting any information relating to the Company, the Advisor Parent, Merger Sub or any of their respective Affiliates should be discovered by the Company Company, on the one hand, or Parent or Merger Sub, on the Advisor whichother hand, in the reasonable judgment of the Company or the Advisor, that should be set forth in an amendment of, or a supplement to, to the Proxy Statement, Statement or any Other Required Company Filing so that such document filing would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party which that discovers such information shall will promptly notify the other parties heretoother, and the Company an appropriate amendment or supplement to such filing describing such information will be promptly prepared and the Advisor shall cooperate in the prompt filing filed with the SEC of any necessary amendment of, or supplement to, by the Proxy Statement appropriate party and, to the extent required by Lawapplicable law or the SEC or its staff, disseminated to the Company Stockholders provided that, except in disseminating the information contained in such connection with a Company Board Recommendation Change, no amendment or supplement to stockholders the Proxy Statement will be made by the Company without providing Parent and its counsel a reasonable opportunity to review and comment thereon, which comments shall be considered by the Company in good faith. (iii) The Company and its Representatives, on the one hand, and Parent, Merger Sub and their respective Representatives, on the other hand, may not communicate with the SEC or its staff with respect to the Proxy Statement without providing the other, to the extent practicable, (A) with respect to any written communication, a reasonable opportunity to review and comment on such written communication which comments shall be considered by the filing party in good faith and (B) with respect to any oral communication, a reasonable opportunity to participate in such discussions, if practicable and, to the extent a party hereto does not participate in such discussions, the party having such discussions shall promptly provide such non-participating party with a summary of such discussions. (iv) The Company, on the one hand, and Parent and Merger Sub, on the other hand, will advise the other, promptly after it receives notice thereof, of any receipt of a request by the SEC or its staff for (A) any amendment or revisions to the Proxy Statement or any Other Required Company Filing, (B) any receipt of comments from the SEC or its staff on the Proxy Statement or any Other Required Company Filing or (C) any receipt of a request by the SEC or its staff for additional information in connection therewith, and will provide Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to such filings. (v) Subject to Applicable Law, the Company will use its reasonable best efforts to cause the Proxy Statement to be disseminated to the Company Stockholders as promptly as reasonably practicable following the filing thereof with the SEC. The Company will cause the Proxy Statement in definitive form to be mailed to the Table of Contents Company Stockholders as promptly as practicable following the date of this Agreement (and in any event prior to the earlier of (i) the date that is five (5) Business Days following the resolution of any comments from the SEC or its staff with regard to the preliminary Proxy Statement (or confirmation of no comments to, or further review of, the preliminary Proxy Statement by the SEC or its staff) and (ii) the first Business Day following the record date (provided, that, such record date is at least ten calendar days from the date of the Companyfiling of the preliminary Proxy Statement)). (vi) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Merger pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company will use its reasonable best efforts to promptly prepare and file such Other Required Company Filing with the SEC. The Company will use its reasonable best efforts to cause the Proxy Statement and any Other Required Company Filing to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and Nasdaq. Except in connection with a Company Board Recommendation Change or thereafter, the Company may not file any Other Required Company Filing with the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment thereon, which comments shall be considered by the Company in good faith.

Company Stockholder Approval. (i) As promptly as practicable following the date of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereofthe Registration Statement Effectiveness Date, provide give notice in accordance with the Advisor with copies DGCL and the certificate of incorporation and bylaws of the Company to all correspondence between the Company, on one handCompany Stockholders calling for a special meeting of such stockholders to consider and vote upon the adoption of this Agreement and the approval of the Acquisition Merger and the other Transactions contemplated hereby, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond hold such meeting as promptly as practicable after such notice is given (“Company Stockholder Meeting”). The Company and its board of directors shall cause the Company Stockholder Meeting to any comments from take place in accordance with the SEC foregoing and in compliance with respect the Securities Act, the DGCL and the certificate of incorporation and bylaws of the Company and use reasonable best efforts to secure the Proxy Statement and have such comments cleared by Company Stockholder Approval at the SEC as promptly as practicableCompany Stockholder Meeting. Notwithstanding the foregoing, prior to filing at the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments election and option of the SEC with respect theretoCompany, the Company shall cooperate and provide be permitted to obtain the Advisor Company Stockholder Approval, without a reasonable opportunity to review and comment on need for calling a Company Stockholder Meeting, by obtaining the applicable document or response (including the proposed final version written consent of holders of shares of voting capital stock of the applicable document or response) Company representing the Company Stockholder Approval that is executed and shall give due consideration delivered by such holders after the Registration Statement Effectiveness Date; provided, that, in the event that the Company elects to all changes provided by obtain the Advisor. IfCompany Stockholder Approval pursuant to such written consent, at any time prior consents with respect to the Proxy Statement being cleared by the SEC, any information relating to the Companythis Agreement, the Advisor Mergers and the other Transactions contemplated hereby will be solicited from all holders of shares of capital stock of the Company entitled to vote with respect to such matters. The Company shall use reasonable best efforts to cause the Company Stockholders to (i) to vote (in person, by proxy or any by action by written consent, as applicable) all of their respective Affiliates should shares of capital stock of the Company entitled to vote with respect to such matters in favor of, and adopt, the Mergers and to vote in opposition to any and all other proposals that could reasonably be discovered expected to delay or impair the ability of the Company to consummate the Acquisition Merger and (ii) to execute and deliver all related documentation and take such other action in support of the Acquisition Merger as shall reasonably be requested by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall cooperate in the prompt filing connection with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the CompanyAcquisition Merger.

Company Stockholder Approval. (ia) As promptly as practicable following the date of this Amended Agreementpracticable, the Company shalland in any event on or prior to October 12, 2001, and in accordance with applicable Law, establish a record datethe Company's Amended and Restated Articles of Organization and Bylaws, duly call, give notice of, the Company shall convene and hold a meeting of its stockholders to obtain their approval of this Agreement and the other transactions contemplated hereby. The Company shall ensure that the stockholders' meeting is called, noticed, convened and held, and that all proxies are solicited and obtained from the Company Stockholders, in compliance with applicable Law, the Company's Amended and Restated Articles of Organization and Bylaws, and all other applicable legal requirements. The Company agrees to use its reasonable best efforts to take all action necessary or advisable to secure the necessary votes required by applicable Law and the Company's Amended and Restated Articles of Organization and Bylaws to effect the Merger. Subject to their fiduciary duties, the Board of Directors of the Company shall recommend that the Company Stockholders vote in favor of and adopt and approve this Agreement and the other transactions contemplated hereby. Neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of the Company that the Company Stockholders vote in favor of and adopt and approve this Agreement and the other transactions contemplated hereby. (b) Within two (2) days following the date of this Agreement, the Company shall deliver to Parent's counsel a draft of an information statement (together with any amendments thereof or supplements thereto, the "Information Statement") and, after such delivery, Parent will assist the --------------------- Company in finalizing the Information Statement. Subject to the fiduciary duties of the Board of Directors of the Company, the Information Statement shall include the recommendation of the Board of Directors of the Company to the Company Stockholders to vote in favor of the approval and adoption of this Agreement and the other transactions contemplated hereby. As promptly as practicable after the date hereof, but in no event more than five (5) days following the date hereof, the Company will send to each Company Stockholder the Information Statement for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare considering and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one handapproving this Agreement, and the SECother transactions contemplated hereby. None of the information included in the Information Statement and any other document prepared to comply with Federal or state securities laws shall, on at the other hand, and all written comments with respect time it is first mailed to the Proxy Statement received from Company Stockholders or at the SEC and promptly advise the Advisor of Effective Time, contain any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, the party which discovers such information shall promptly notify the other parties heretohowever, and that (i) the Company and makes no representation as ----------------- to the Advisor shall cooperate in the prompt filing with the SEC truth or accuracy of any necessary amendment of, or supplement to, the Proxy Statement and, statement contained therein to the extent required that such statement was made in reliance upon and in conformity with written information furnished expressly for use in connection with such Information Statement by LawParent and (ii) the Company shall not be responsible for any omission of a material fact regarding Parent, in disseminating including the information contained in such business affairs of Parent. No amendment or supplement to stockholders the Information Statement will be made by the Company without the approval of the CompanyParent.

Company Stockholder Approval. (ia) As promptly as practicable Promptly following the date execution of this Amended Agreement, the Company shall, in accordance shall have prepared (and shall have provided Parent with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on) an information statement to be distributed to the Company Stockholders in connection with soliciting the approval of such Company Stockholders of this Agreement and the transactions contemplated hereby (the “Information Statement”), which Information Statement shall comply with all applicable laws and this Section 4.2. Promptly following the execution of this Agreement, the Company shall (i) submit this Agreement and the transactions contemplated hereby to the Company Stockholders for approval and adoption by such Company Stockholders pursuant to the Stockholder Written Consent and shall, in connection therewith, distribute to such Company Stockholders a copy of the Information Statement and (ii) deliver to Parent (in any event, no later than twenty-four (24) hours following the execution of this Agreement) a true, correct and complete copy of the executed Stockholder Written Consent evidencing the Company’s receipt of the Required Stockholder Votes adopting the Merger, this Agreement and the transactions contemplated hereby, including (A) the deposit of the Escrow Amount with the Escrow Agent and the deposit of the Expense Fund Amount with the Stockholder Representative, (B) the appointment of the Stockholder Representative as the agent and attorney-in-fact for the Company Stockholders, having the powers and rights regarding indemnification set forth herein, and (C) the conversion of Company Preferred Stock into Company Common Stock. (b) Promptly following the execution of this Agreement, the Company shall obtain and deliver to Parent, prior to the solicitation of the requisite Company Stockholder approval described in Section 4.2(c), a 280G Waiver from each Person in substantially the form attached hereto as Exhibit D (the “280G Waiver”) whom the Company reasonably believes is, with respect to the Company or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the solicitation of the requisite Company Stockholder approval described in Section 4.2(c), and who might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, unless the requisite Company Stockholder approval of such parachute payments is obtained pursuant to Section 4.2(c). (c) Promptly following the delivery by the Company to Parent of each 280G Waiver described in Section 4.2(b), the Company shall submit to the Company Stockholders for approval by such number of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code any payments and/or benefits that are subject to a 280G Waiver and that Parent reasonably determines may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code, and prior to the Effective Time the Company shall deliver to Parent evidence reasonably satisfactory to Parent (i) that a Company Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder, and the requisite Company Stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company Stockholder vote (the “280G Approval”) or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided pursuant to the 280G Waivers of those payments and/or benefits which were executed by the affected individuals on the applicable document or response date of this Agreement. (d) Any materials to be submitted to the Company Stockholders in connection with the solicitation of their approval of the Merger and this Agreement, including the proposed final version Information Statement (the “Soliciting Materials”), shall be subject to review and approval by Parent and shall include information regarding the Company, the terms of the applicable document or response) Merger and shall give due consideration to all changes provided by this Agreement, the Advisorunanimous recommendation of the Board in favor of the Merger, this Agreement and the transactions contemplated hereby, the deposit of the Escrow Amount with the Escrow Agent, the deposit of the Expense Fund Amount with the Stockholder Representative the appointment of the Stockholders Representative as the agent and attorney-in-fact for the Company Stockholders, and the conversion of the Company Preferred Stock. If, The Company will promptly advise Parent in writing if at any time prior to the Proxy Closing the Company obtains Knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement being cleared or any other Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable law. Anything to the SECcontrary contained herein notwithstanding, the Company shall not include in the Soliciting Materials any information relating with respect to Parent or its affiliates or associates, the form and content of which shall not have been consented to in writing by Parent prior to such inclusion, except as required pursuant to applicable law. (e) The Company will promptly advise Parent in writing if at any time prior to the CompanyClosing the Company obtains Knowledge of any facts that might make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable law. Anything to the contrary contained herein notwithstanding, the Advisor Company shall not include in the Soliciting Materials any information with respect to Parent or any its affiliates or associates, the form and content of their respective Affiliates should be discovered which shall not have been consented to in writing by Parent prior to such inclusion, except as required pursuant to applicable law. (f) Except as required by applicable Law, the Board shall not withdraw, alter, modify, change or revoke its approval of this Agreement, the Merger and the transactions contemplated hereby nor its recommendation to the Company or the Advisor which, Stockholders to vote in the reasonable judgment favor of the Company or the Advisor, should be set forth in an amendment of, or a supplement tothis Agreement, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, Merger and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the Companytransactions contemplated hereby.

Company Stockholder Approval. (i) As promptly as practicable following after the date execution of this Amended Agreement, Agreement the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene shall submit this Agreement and hold a meeting of the transactions contemplated hereby to its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare approval and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates adoption as provided by Pennsylvania Law and its management Articles of Incorporation and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included thereinBylaws. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable best efforts to respond as promptly as practicable solicit and obtain the written consent of its stockholders to any comments from approve the SEC with respect Merger and this Agreement and to enable the Proxy Statement and have such comments cleared by the SEC Closing to occur as promptly as practicable. Notwithstanding In connection with such stockholder approval as soon as practicable after the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments execution of the SEC with respect theretothis Agreement, the Company shall cooperate and provide prepare, with the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version cooperation of Parent, an Information Statement for purposes of soliciting such written consent of the applicable stockholders. The Information Statement shall also constitute a disclosure document or response) for the offer and shall give due consideration sale of the shares of Parent Common Stock to all changes provided be received by the Advisorholders of the Company Capital Stock in the Merger. IfThe Company shall use its best efforts, at any time prior with the cooperation of Parent, to the Proxy cause such Information Statement being cleared by the SEC, any information relating to be distributed to the Company's stockholders no later than July 22, 1997. Parent and the Company shall each use its best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements, including, without limitation, the Advisor or any requirements of their respective Affiliates should Regulation D (including Rule 502(b)) under the Securities Act. The Company shall not be discovered required to investigate the information provided by Parent and shall be entitled to rely on the accuracy and completeness thereof in determining whether the Information Statement complies with applicable federal and state securities laws requirements. Each of Parent and the Company or agrees to provide promptly to the Advisor whichother such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Information Statement. Each of the parties hereto will promptly advise the other parties in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Advisor, should be set forth Information Statement in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the circumstances under which they were made, not misleading, Board of Directors of the party which discovers such information shall promptly notify Company that the other parties hereto, Company stockholders approve the Merger and this Agreement and the Company transactions contemplated hereby and the Advisor shall cooperate in conclusion of the prompt filing with Board of Directors that the SEC terms and conditions of any necessary amendment of, or supplement to, the Proxy Statement and, Merger are fair and reasonable to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Information Statement any information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion.

Company Stockholder Approval. The Company agrees to use commercially reasonable efforts to obtain, at the next annual meeting of the Company Stockholders (iat which a quorum is present) As promptly as practicable following (the date of this Amended Agreement“Stockholder Meeting”), the approval by the Company shall, Stockholders of the conversion of all Exchanged Series E Shares issued or issuable pursuant to this Agreement (assuming the maximum conversion rate as set forth in the Series E Certificate of Designation and that the Company elects to pay dividends in kind or otherwise accrues to Stated Value in accordance with applicable Lawthe terms of the Series E Certificate of Designation, establish a record dateas applicable) (such approval, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company “Requisite Stockholder Approval. (ii”) in accordance with the Articles of Incorporation and the bylaws of the Company. The Company shall will prepare and cause to be filed file with the SEC a Proxy Statement proxy statement to be sent to the Company’s stockholders in preliminary and definitive form connection with the Stockholder Meeting (the “Proxy Statement”) relating ). Subject to the meeting of directors’ fiduciary duties, the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all the Board of Directors’ recommendation that the holders of shares of the Common Stock vote in favor of the Requisite Stockholder Approval. Each Värde Party agrees to furnish to the Company information concerning such Värde Party and its Affiliates as the Company, on the advice of outside counsel, reasonably requested by determines is necessary for the Parties Proxy Statement, the Stockholder Meeting or any subsequent proxy solicitation; provided, that the Värde Party shall not be obligated to provide (i) any information subject to confidentiality, non-disclosure, or similar agreements or which cannot be disclosed under applicable Law, (ii) personally identifiable information, (iii) information regarding the limited partners of such Värde Party and (iv) financial information that the Värde Party reasonably deems to be included thereinmaterial to its business, as determined in good faith in its sole discretion. The Company shall promptly notify the Advisor upon Värde Parties of (i) the receipt of the Requisite Stockholder Approval or (ii) any comments from projected failure to obtain the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the CompanyRequisite Stockholder Approval.

Company Stockholder Approval. (ia) As promptly as practicable following Promptly after the date of this Amended AgreementRegistration Statement has been declared effective under the Securities Act, and in any event no later than two (2) Business Days thereafter, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders shall solicit for the purpose of obtaining approval the Company Stockholder Approval. Under no circumstances shall the Company assert that any other approval or consent is necessary by its stockholders to approve this Agreement and the transactions contemplated herein. (iib) The Company shall prepare and cause to be filed with mail the SEC Registration Statement (or a Proxy Statement in preliminary portion thereof) constituting a notice of the transactions contemplated hereby and definitive form of the Company Stockholder Approval (the “Proxy StatementStockholder Notice”) relating to every stockholder of the Company that did not execute a written consent with respect to the meeting Company Stockholder Approval. The Stockholder Notice shall (i) be a statement to the effect that the Company Board determined that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the stockholders of the Company at which and approved and adopted this Agreement, the Merger and the other transactions contemplated hereby and (ii) provide the stockholders of the Company to whom it is sent with notice of the availability of appraisal rights and notice of the actions taken in the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itselfApproval, its Affiliates including the adoption and its management approval of this Agreement, the Merger and provide such the other assistance as may be reasonably requested transactions contemplated hereby in connection accordance with the preparation, filing Sections 228(e) and distribution 262 of the Proxy StatementDGCL and the organizational documents of the Company. The Proxy Statement All materials (including any amendments thereto) submitted to the stockholders of the Company in accordance with this Section 7.2(b) shall include all information reasonably requested by the Parties be subject to be included therein. Parent’s advance review and reasonable approval. (c) The Company agrees that: (i) the Company Board shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between recommend that the Company, on one hand, ’s stockholders vote to adopt and approve this Agreement and the SEC, on the other hand, transactions contemplated hereby and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond solicit such approval within the time set forth in Section 7.2(a) (the recommendation of the Company Board that the Company’s stockholders vote to adopt and approve this Agreement being referred to as promptly as practicable the “Company Board Recommendation”) and (ii) the Company Board Recommendation shall not be withdrawn or modified (and the Company Board shall not publicly propose to withdraw or modify the Company Board Recommendation) in a manner adverse to Parent, and no resolution by the Company Board or any comments from committee thereof to withdraw or modify the SEC with respect Company Board Recommendation in a manner adverse to Parent or to adopt, approve or recommend (or publicly adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed (the actions set forth in the forgoing clause (ii), collectively, a “Company Board Adverse Recommendation Change”). (d) Notwithstanding anything to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statementcontrary contained in Section 7.2(c), mailing the Proxy Statement (or any amendment or supplement thereto) or responding and subject to any comments of the SEC compliance with respect thereto, the Company shall cooperate Section 6.4 and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. IfSection 7.2, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment receipt of the Company Stockholder Approval, (i) if the Company receives a bona fide written Superior Offer or (ii) as a result of a material development or change in circumstances (other than any such event, development or change to the extent related to (A) any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the Advisorconsequences thereof or (B) the fact, should in and of itself, that the Company meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations) that affects the business, assets or operations of the Company that occurs or arises after the date of this Agreement (a “Company Intervening Event”) , the Company Board may make a Company Board Adverse Recommendation Change if, but only if (i) in the case of a Superior Offer, following the receipt of and on account of such Superior Offer, (1) the Company Board determines in good faith, after consulting with outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would reasonably be set forth in an amendment ofexpected to be inconsistent with its fiduciary duties under applicable Law, or a supplement (2) the Company has, and has caused its financial advisors and outside legal counsel to, during the Proxy StatementCompany Notice Period, negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement so that such document Acquisition Proposal ceases to constitute a Superior Offer (to the extent Parent desires to negotiate) and (3) if after Parent shall have delivered to the Company an irrevocable written offer to alter the terms or conditions of this Agreement during the Company Notice Period, the Company Board shall have determined in good faith, based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Company Board Recommendation would not include any misstatement of a material fact or omit reasonably be expected to state any material fact necessary to make the statements therein, in light be inconsistent with its fiduciary duties under applicable Law (after taking into account such alterations of the circumstances under terms and conditions of this Agreement); provided that (x) Parent receives written notice from the Company confirming that the Company Board has determined to change its recommendation at least four (4) Business Days in advance of the Company Board Adverse Recommendation Change (the “Company Notice Period”) , which they were madenotice shall include a description in reasonable detail of the reasons for such Company Board Adverse Recommendation Change, not misleadingand written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (y) during any Company Notice Period, Parent shall be entitled to deliver to the party which discovers Company one or more counterproposals to such information shall promptly notify the other parties hereto, Acquisition Proposal and the Company will, and the Advisor shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement cause its Representatives to, the Proxy Statement and, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (z) in the event of any material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration or percentage of the combined company that the Company’s stockholders would receive as a result of such potential Superior Offer), the Company shall be required by Lawto provide Parent with notice of such material amendment and the Company Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remain in the Company Notice Period following such notification during which the parties shall comply again with the requirements of this Section 7.2(d) and the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end of such Company Notice Period as so extended (it being understood that there may be multiple extensions) or (ii) in the case of a Company Intervening Event, the Company promptly notifies Parent, in disseminating writing, within the information contained in such amendment or supplement Company Notice Period before making a Company Board Adverse Recommendation Change, which notice shall state expressly the material facts and circumstances related to stockholders of the Companyapplicable Company Intervening Event and that the Company Board intends to make a Company Board Adverse Recommendation Change.

Company Stockholder Approval. The Company agrees to use commercially reasonable efforts to obtain, at the next annual meeting of the Company Stockholders (at which a quorum is present) (the “Stockholder Meeting”), the approval by the Company Stockholders of the conversion of (i) As promptly all shares of the Series C-1 Preferred Stock issued pursuant to the Securities Purchase Agreement (assuming maximum conversion rates as practicable following set forth in the date Series C Certificate of this Amended Agreement, Designation and that the Company shall, elects to pay dividends in kind or otherwise accrues to Stated Value in accordance with applicable Law, establish a record date, duly call, give notice of, convene the terms of the Series C Certificate of Designation) and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) all shares of the Purchased Shares and the Exchanged Preferred Shares issued or issuable pursuant to this Agreement (assuming maximum conversion rates as set forth in the Certificates of Designation, as applicable, and that the Company elects to pay dividends in kind or otherwise accrues to Stated Value in accordance with the terms of the Certificates of Designation, as applicable) (such approval, the “Requisite Stockholder Approval”) in accordance with the Articles of Incorporation and the bylaws of the Company. The Company shall will prepare and cause to be filed file with the SEC a Proxy Statement proxy statement to be sent to the Company’s stockholders in preliminary and definitive form connection with the Stockholder Meeting (the “Proxy Statement”) relating ). Subject to the meeting of directors’ fiduciary duties, the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all the Board of Directors’ recommendation that the holders of shares of the Common Stock vote in favor of the Requisite Stockholder Approval. Each Värde Party agrees to furnish to the Company information concerning such Värde Party and its Affiliates as the Company, on the advice of outside counsel, reasonably requested by determines is necessary for the Parties Proxy Statement, the Stockholder Meeting or any subsequent proxy solicitation; provided, that the Värde Party shall not be obligated to provide (i) any information subject to confidentiality, non-disclosure, or similar agreements or which cannot be disclosed under applicable Law, (ii) personally identifiable information, (iii) information regarding the limited partners of such Värde Party and (iv) financial information that the Värde Party reasonably deems to be included thereinmaterial to its business, as determined in good faith in its sole discretion. The Company shall promptly notify the Advisor upon Värde Parties of (i) the receipt of the Requisite Stockholder Approval or (ii) any comments from projected failure to obtain the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the CompanyRequisite Stockholder Approval.

Company Stockholder Approval. (ia) As promptly as practicable following the date of this Amended Agreementhereof, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause send to be filed with all Company Stockholders on the SEC record date for the Company Stockholder Written Consents who did not execute a Proxy Statement in preliminary and definitive form (Company Stockholder Written Consent the “Proxy Statement”) relating notices required pursuant to the meeting DGCL. Such materials submitted to the Company Stockholders in connection with such Company Stockholder Written Consents shall be subject to review and comment by Parent (including any and all amendments or modifications to such materials) prior to submission or delivery of such materials to Company Stockholders and such materials shall include an information statement regarding the stockholders Company, the terms of this Agreement and the Merger and the recommendation of the Company at which Board that the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested Table of Contents Stockholders not exercise their dissenters or appraisal rights under the DGCL in connection with the preparation, filing and distribution of Merger (the Proxy “Information Statement”). The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shallIn addition, as promptly as practicable after receipt thereoffollowing the date hereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, Company shall use its commercially reasonable efforts to respond as promptly as practicable solicit a Joinder Agreement from each Company Stockholder that did not execute and deliver a Joinder Agreement contemporaneously with the Company Stockholder Written Consent. Each party agrees that information supplied by such party for inclusion in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Company Stockholders contain any comments from the SEC statement which, at such time, is false or misleading with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoingany material fact, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not false or misleading. The parties shall update, amend and supplement the Information Statement from time to time as may be required by applicable Laws. (b) Neither the Company Board not any committee thereof shall withhold, withdraw, amend, modify, qualify or condition its approval of this Agreement, the party which discovers such information shall promptly notify the other parties hereto, Merger and the transactions contemplated hereby nor its recommendation that the Company and Stockholders not exercise their dissenters or appraisal rights under the Advisor shall cooperate DGCL in the prompt filing connection with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the CompanyMerger.

Company Stockholder Approval. (i) As promptly as practicable following the date of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (iia) The Company shall prepare (i) obtain the Minimum Company Stockholder Approval by written consent within twelve (12) hours following the execution of this Agreement, and cause (ii) obtain the Required Company Stockholder Approval by written consent within three (3) calendar days following the execution of this Agreement. Immediately after the Company obtains the Minimum Company Stockholder Approval by written consent, the Company shall take all action necessary under the Company Constituent Documents and all applicable Legal Requirements to be filed with submit this Agreement, a copy of the SEC written consents obtained and the notices required pursuant to Sections 228 and 263 of the DGCL to the Company Stockholders who did not execute a Proxy Statement in preliminary and definitive form written consent of Company Stockholders approving this Agreement (the “Proxy StatementNon-consenting Company Stockholders”) relating ). The Company will prepare and distribute to the meeting of the stockholders of the Non-consenting Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested Stockholders in connection with the preparation, filing and distribution solicitation of their waiver of rights under Section 262 of the Proxy DGCL and, if applicable, Chapter 13 of the CCC an information statement, in form reasonably satisfactory to Parent (the “Company Information Statement”), promptly following adoption of the Minimum Company Stockholder Approval by written consent. The Proxy Statement shall include all information reasonably requested by Each of Parent and the Parties Company agrees to be included therein. The Company shall provide promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, other such information concerning its business and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, financial statements and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor whichaffairs as, in the reasonable judgment of the providing party, or its counsel, may be required or appropriate for inclusion in the Company Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Company Information Statement. The Company will promptly advise Parent, and Parent will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or Parent shall obtain Knowledge of any facts that might make it necessary or appropriate to amend or supplement the Advisor, should be set forth Company Information Statement in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary order to make the statements therein, in light contained or incorporated by reference therein not misleading or to comply with applicable Legal Requirements. (b) The board of directors of the circumstances under which they were made, not misleadingCompany shall recommend that the Company Stockholders vote to approve and adopt this Agreement, the party which discovers such information shall promptly notify Merger and the other parties hereto, and transactions contemplated hereby (the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company“Recommendation”).

Company Stockholder Approval. (ia) As promptly as practicable following the date of this Amended Agreement, the The Company shall, in accordance with shall take all action necessary under all applicable Law, establish a record date, duly Law and its Organizational Documents to call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining Stockholders (the “Company Stockholders Meeting”) to vote on and obtain Stockholder Approval, and shall submit a proposal or proposals to the Stockholders at the Company Stockholders Meeting to obtain Stockholder Approval. The Company (in reasonable consultation with ProFrac) shall set a single record date for persons entitled to notice of, and to vote at, the Company Stockholders Meeting. (iib) The Company shall prepare will use commercially reasonable efforts to hold the Stockholders Meeting to obtain Stockholder Approval no later than July 31, 2025; provided that such date will be extended to August 30, 2025 if and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting extent (i) the Company has incurred delays as a result of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution SEC’s review of the Proxy Statement, and (ii) during such time the Company has diligently responded to and addressed any comments received by the SEC (such date, the “Approval Deadline”). The Proxy Statement shall include all information reasonably requested the recommendation of the Company Board that the Stockholders vote in favor of and to approve the transactions contemplated by the Parties Stockholder Approval and any other matters or transactions that require Stockholder approval under applicable Law or the Company’s Organizational Documents in connection therewith at the Company Stockholders Meeting (the recommendation of the Company Board being referred to be included thereinas the “Board Recommendation”). The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall will use its commercially reasonable efforts to respond as promptly as practicable to any comments from ensure that all proxies solicited in connection with the SEC Company Stockholders Meeting are solicited in compliance with respect to the Proxy Statement and have such comments cleared all applicable Law. If Stockholder Approval has not been received by the SEC Approval Deadline (other than as promptly a result of the breach of the Voting Agreement by ProFrac or its Affiliates party thereto), then the Company will call additional meetings (at least semi-annually) until Stockholder Approval is obtained, each in accordance with the provisions of this Section 7.10, as practicable. Notwithstanding applicable. (c) Neither the foregoingCompany Board nor any committee thereof shall: (i) withdraw or modify the Board Recommendation in a manner adverse to ProFrac, prior or adopt or propose a resolution to filing withdraw or modify the Proxy Statement Board Recommendation in a manner adverse to ProFrac or take any other action that is or becomes disclosed publicly and which can reasonably be interpreted to indicate that the Company Board or any committee thereof does not support this Agreement or does not believe that this Agreement and the transactions contemplated hereby (including with respect without limitation the Stockholder Approval) are in the best interests of the Stockholders; or (ii) fail to reaffirm, without qualification, the preliminary Proxy Statement)Board Recommendation, mailing or fail to state publicly, without qualification, that this Agreement and the Proxy Statement Stockholder Approval are in the best interests of the Stockholders upon written request of ProFrac; or (iii) resolve or propose to take any amendment or supplement theretoaction described in clauses (i) or responding to any comments (ii) of the SEC with respect theretothis sentence (each, the Company a “Change of Recommendation”). (d) Nothing contained in this Agreement shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by prohibit the Company or the Advisor whichCompany Board or any committee thereof from complying with its disclosure obligations under Law. (e) If (i) there is a Change of Recommendation or (ii) Stockholder Approval is not obtained prior to the second anniversary of the Closing (other than as a result of the breach of the Voting Agreement by ProFrac or its Affiliates party thereto), then at any time following the earlier of the Change of Recommendation or such second anniversary until the Expiration Date (as defined in the reasonable judgment Warrant), at ProFrac’s election, the Warrant will convert into a promissory note in accordance with Section 15 of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the CompanyWarrant.

Company Stockholder Approval. (ia) As promptly as practicable Immediately following the date execution of this Amended AgreementAgreement by the parties, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene shall cause this Agreement to be adopted and hold a meeting of its stockholders for the purpose of obtaining Merger to be approved by Company Stockholders representing the Company Stockholder ApprovalRequired Vote, and any redemption rights in connection with the Merger with respect to the Redeemable Preferred Stock to be waived by the holders of a majority of the outstanding shares of Redeemable Preferred Stock, by and through the execution of the Company Stockholders Written Consent. The Company Stockholders Written Consent shall be delivered by the Company Stockholders to the Secretary of the Company on the date hereof, and a copy of the Company Stockholders Written Consent shall be delivered by the Company to Parent on the date hereof. (iib) The Company shall prepare an information statement in form and cause substance reasonably satisfactory to be filed with the SEC Parent, which shall provide notice and include a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting description of the approval (or in the case of the Company's stockholders, the adoption) of this Agreement and the approval of the Merger and the other transactions contemplated by this Agreement by the Company's Board of Directors and the Company's stockholders and a description of the Company at which stockholders' appraisal rights in regard to the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with First Step Merger under the preparation, filing and distribution of DGCL (the Proxy "Information Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein"). The Company shall promptly notify shall: (a) cause the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements Information Statement to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, comply with applicable legal requirements; (b) provide the Advisor Parent with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response Information Statement before it is mailed to the Company's stockholders consider in good faith any changes reasonably proposed by Parent; and (including c) cause the proposed final version Information Statement to be mailed to the Company's stockholders of record as of the applicable document or response) and shall give due consideration to all changes provided by date of this Agreement as promptly as practicable following the Advisor. If, at any time prior to date of the mailing of the Proxy Statement to the Parent Stockholders (and in any event within ten days after the date of the mailing of the Proxy Statement to the Parent Stockholders). Parent shall cooperate with the Company in the preparation of the Information Statement and shall provide all information reasonably required to be provided by it for inclusion in the Information Statement. (c) The Information Statement shall include (i) a statement to the effect that the Board of Directors of the Company recommended that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger (such recommendation being cleared by referred to as the SEC, any information relating "Company Board Recommendation") and (ii) a statement to the effect that the Board of Directors of the Company has determined that the Merger is fair to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company's stockholders.

Company Stockholder Approval. (ia) As promptly as practicable following Prior to the date execution of this Amended Agreement, the Company shall, in accordance shall have prepared (and shall have provided Parent with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on on) an information statement to be distributed to the Company Stockholders in connection with soliciting the approval of such Company Stockholders of this Agreement and the transactions contemplated hereby (the “Information Statement”), which Information Statement shall comply with all applicable Laws and this Section 5. 1. Immediately following the execution of this Agreement, the Company shall (i) submit this Agreement and the transactions contemplated hereby to the Company Stockholders for approval and adoption by such Company Stockholders pursuant to the Stockholder Written Consent and shall, in connection therewith, distribute to such Company Stockholders a copy of the Information Statement and (ii) deliver to Parent, upon receipt, a true, correct and complete copy of the executed Stockholder Written Consent evidencing the Company’s receipt of the Requisite Stockholder Vote adopting the Merger, this Agreement and the transactions contemplated hereby, including the appointment of the Stockholders’ Representative as the agent and attorney-in-fact for the Company Stockholders, having the powers and rights to limited liability and indemnification set forth herein. (b) To the extent required by the New York Law, the Company shall promptly deliver to any Company Stockholder who has not approved this Agreement and the transactions contemplated hereby a notice of the approval of the Merger and adoption of this Agreement by written consent of the Company Stockholders pursuant to the applicable document or response provisions of the New York Law, which notice shall constitute the notice to Company Stockholders required by applicable Law that dissenters’ and/or appraisal rights may be available to Company Stockholders in accordance with the New York Law. (c) Any materials to be submitted to the Company Stockholders in connection with the solicitation of their approval of the Merger and this Agreement, including the proposed final version Information Statement (the “Soliciting Materials”), shall be subject to review and approval by Parent and shall include information regarding the Company, the terms of the applicable document or response) Merger and shall give due consideration to all changes provided by this Agreement, and the Advisorrecommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. If, The Company will promptly advise Parent in writing if at any time prior to the Proxy Statement being cleared Closing the Company shall obtain Knowledge of any facts that might make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable law. Anything to the SECcontrary contained herein notwithstanding, the Company shall not include in the Soliciting Materials any information relating with respect to the CompanyParent or its Affiliates or associates, the Advisor or any form and content of their respective Affiliates should be discovered which shall not have been consented to in writing by the Company or the Advisor whichParent prior to such inclusion, in the reasonable judgment except as required pursuant to applicable law. (d) The Board of Directors of the Company shall not withdraw, alter, modify, change or the Advisor, should be set forth in an amendment of, or a supplement torevoke its approval of this Agreement, the Proxy Statement, so that such document would not include any misstatement Merger and the transactions contemplated hereby nor its recommendation to the Company Stockholders to vote in favor 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 misleadingthis Agreement, the party which discovers such information shall promptly notify the other parties hereto, Merger and the Company and the Advisor shall cooperate in the prompt filing with the SEC of any necessary amendment oftransactions contemplated hereby, or supplement to, the Proxy Statement and, except to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the Companyits fiduciary duties after consultation with its financial advisor and outside counsel.

Company Stockholder Approval. 39- (ia) As promptly as practicable Immediately following the date execution of this Amended Agreement, the Company shallshall deliver to Parent the Written Consent which shall have been executed by a sufficient number of the Company Stockholders to satisfy the Company Stockholder Approval. As soon as practicable after the execution of this Agreement, in accordance with applicable Law, establish the Company shall deliver a record date, duly call, give written notice of, convene and hold a meeting information statement (the "INFORMATION STATEMENT") which satisfies the requirements of its stockholders Delaware Law to each of the Company Stockholders who did not execute the Written Consent for the purpose of obtaining providing notice to such Company Stockholders of the approval and adoption of the Agreement and approval of the Merger and the transactions contemplated hereby. Each of Parent and the Company Stockholder Approval. (ii) The Company shall prepare and cause agrees to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating provide promptly to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all other such information concerning itself, its Affiliates business and its management financial statements and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor whichaffairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in any amendments or supplements to the Information Statement. Each of the parties hereto will promptly advise the other parties in writing if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the AdvisorInformation Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Board of Directors of the Company shall unanimously recommend to the Company Stockholders that such stockholders approve and adopt the Agreement and approve the Merger and the transactions contemplated hereby, should be set forth in an amendment ofand the Information Statement shall indicate that such recommendation was made, or a supplement toand, except as otherwise permitted by this Section 5.1, the Proxy Statementconclusion of the Board of Directors of the Company that the terms and conditions of the Merger are fair and in the best interests of the Company Stockholders. Notwithstanding anything to the contrary contained herein, so that such document would the Company shall not include in the Information Statement any misstatement information with respect to Parent or its affiliates or associates, the form and content of which information shall not have been approved by Parent prior to such inclusion (which approval will not be unreasonably withheld). The information supplied by the Company or Parent for inclusion or incorporation by reference in the Information Statement will not, at the time the Information Statement is delivered to the Company Stockholders, 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 were made, not misleading. (b) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending, modifying or changing its unanimous recommendation in favor of the party which discovers such information shall promptly notify approval and adoption of this Agreement and the other parties hereto, approval of the Merger and recommending a Superior Proposal (as defined below) if (i) a Superior Proposal is made to the Company and is not withdrawn, (ii) neither Company nor any of its representatives shall have violated the Advisor shall cooperate terms of Section 4.2 hereof, and (iii) the Board of Directors of Company reasonably concludes in the prompt filing good faith, after consultation with the SEC its outside counsel, that, in light of any necessary amendment of, or supplement tosuch Superior Proposal, the Proxy Statement andwithholding, withdrawal, amendment, modification or changing of such recommendation and recommending such Superior Proposal are required in order for the Board of Directors of Company to comply with its fiduciary obligations under applicable law; provided, however, that prior to publicly withholding, withdrawing, amending, modifying or changing its recommendation in favor of the approval and adoption of this Agreement and approval of the Merger, the Company shall have given Parent at least two (2) business days prior written notice (or such lesser prior notice as provided to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders members of the Company's Board of Directors) thereof and the opportunity to meet with Company and its counsel. Nothing contained in this Section 5.1 shall limit the Company's obligation to deliver the Written Consent as set forth in Section 5.1(a) above (regardless of whether the unanimous recommendation of the Board of Directors of Company shall have been withheld, withdrawn, amended, modified or changed pursuant hereto). (c) For purposes of this Agreement, "SUPERIOR PROPOSAL" shall mean any bona fide, unsolicited written Acquisition Proposal involving the acquisition of all outstanding voting securities of the Company with respect to which (i) if any cash consideration is involved, shall not be subject to any financing contingency, and with respect to which the Company's Board of Directors shall have reasonably determined (taking into account the advice of the Company's financial advisors) that the acquiring party is capable of consummating the proposed Acquisition Transaction on the terms proposed, and (ii) the Company's Board of Directors shall have reasonably and in good faith determined that the proposed Acquisition Transaction provides greater value to the shareholders of Company than the Merger (taking into account the advice of Company's financial advisors).

Company Stockholder Approval. (i) As promptly as practicable following the date of this Amended Agreement, the Company shall, in accordance with applicable Law, establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause to be filed with the SEC a Proxy Statement in preliminary and definitive form (the “Proxy Statement”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereofthe SEC Approval Date, provide give notice in accordance with the Advisor with DGCL and the Company’s Charter Documents to all of its stockholders calling for a special meeting of such stockholders to consider and vote upon this Agreement and the Merger and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (“Company Stockholder Meeting”). The Company shall timely send copies of the Proxy Statement/Prospectus and all correspondence between other relevant information and documentation to its stockholders in connection with the Company Stockholder Meeting. The Company and its board of directors shall cause the Company Stockholder Meeting to take place in accordance with the foregoing and in compliance with the DGCL and the Company, on one hand, ’s Charter Documents and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from secure the SEC with respect to Company Stockholder Approval at the Proxy Statement and have such comments cleared by the SEC as promptly as practicableCompany Stockholder Meeting. Notwithstanding the foregoing, prior to filing at the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments election and option of the SEC with respect theretoCompany, the Company shall cooperate be permitted to obtain the Company Stockholder Approval, without a need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of shares of Company Stock representing the Company Stockholder Approval that is executed and provide delivered by such holders after the Advisor a SEC Approval Date and the Proxy Statement/Prospectus is delivered to such holders; provided, that, in the event that the Company elects to obtain the Company Stockholder Approval pursuant to such written consent, consents with respect to this Agreement, the Merger and the other transactions contemplated hereby will be solicited from all holders of shares of Company Stock. The Company shall use its reasonable opportunity best efforts to review cause the Company Stockholders to (i) to vote (in person, by proxy or by action by written consent, as applicable) all of their Company Stock in favor of, and comment on adopt, the applicable document Merger and to vote in opposition to any and all other proposals that could reasonably be expected to delay or response (including impair the proposed final version ability of the applicable document or responseCompany to consummate the Merger and (ii) to execute and deliver all related documentation and take such other action in support of the Merger as shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should reasonably be discovered requested by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall cooperate in the prompt filing connection with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the CompanyMerger.

Company Stockholder Approval. ‌ (ia) As promptly as reasonably practicable following the date of this Amended Agreement, the Company shall prepare and mail to the Stockholders a proxy statement or a consent solicitation seeking the approval of the Stockholders of this Agreement and the Contemplated Transactions and containing such Publicly Available Information relating to Parent, Merger Sub, the Company, this Agreement, the Merger and the other Contemplated Transactions (including the background thereof) as determined to be necessary or appropriate by the Company (such proxy statement or consent solicitation statement, as may be amended or supplemented, the “Proxy Statement”). Subject to Parent’s reasonable cooperation and timely provision of information as required pursuant to this Section 6.6, the Company will prepare and, on or prior to the twentieth (20th) Business Day following the date of this Agreement or such reasonable later date as shall be‌ reasonably requested in writing by the Company and consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), mail the Proxy Statement to the Stockholders (the actual date on which the Proxy Statement is mailed to the Stockholders, the “Proxy Completion Date”). Parent shall consider in good faith any requests from the Company for extensions of the deadline for mailing of the Proxy Statement. Parent shall reasonably cooperate with the Company and shall timely make available to the Company such Publicly Available Information concerning Parent and other information necessary or appropriate to prepare the Proxy Statement (including information relating to the process engaged in by Parent in connection with the Contemplated Transactions for use in the description of the background and reasons for the Contemplated Transactions sections of the Proxy Statement) as may be reasonably requested by the Company in connection with the preparation and distribution of the Proxy Statement (and, for the avoidance of doubt, Xxxxxx acknowledges and agrees that the foregoing information may be used in materials circulated to holders of Convertible Debentures in connection with seeking the conversion or exchange of such Convertible Debentures, or the amendment of the Convertible Debentures (and/or the subscription agreements pursuant to which they were issued, as contemplated by Section 3.6(a)). Subject to Section 6.7, the Proxy Statement shall include the recommendation of the Company Board (the “Company Board Recommendation”) that the Stockholders adopt the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement with respect to the Merger (such adoption, in accordance with the Company’s Organizational Documents and applicable Law, by the affirmative vote at a meeting or by written consent of the Company’s stockholders representing a majority of the shares of Common Stock outstanding at the applicable record date, the “Company Stockholder Approval”). The Proxy Statement shall notify the stockholders of the Company of the availability of appraisal rights in connection with the transactions contemplated by this Agreement in accordance with Section 262 of the DGCL. (b) The Company shall, in accordance with applicable LawLaw (other than Federal Cannabis Laws) and the Company’s Organizational Documents, establish set a record date, duly call, give notice of, convene date for a vote of its stockholders and hold either (i) call a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval. (ii) The Company shall prepare and cause Stockholders to be filed with held as promptly as reasonably practicable, and in any event not later than 5:00 p.m., New York City time on the SEC a twentieth (20th) Business Day, following the Proxy Statement in preliminary and definitive form Completion Date (the “Proxy StatementStockholder Approval Deadline”) relating to the meeting of the stockholders of the Company at which the Company Stockholder Approval is sought. The Advisor shall furnish all information concerning itself, its Affiliates and its management and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by the Parties to be included therein. The Company shall promptly notify the Advisor upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the Advisor with copies of all correspondence between the Company, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement received from the SEC and promptly advise the Advisor of any oral comments with respect to the Proxy Statement received from the SEC. The Company, with the assistance of the Advisor, shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and have such comments cleared by the SEC as promptly as practicable. Notwithstanding the foregoing, prior to filing the Proxy Statement (including with respect to the preliminary Proxy Statement), mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall cooperate and provide the Advisor a reasonable opportunity to review and comment on the applicable document or response (including the proposed final version of the applicable document or response) and shall give due consideration to all changes provided by the Advisor. If, at any time prior to the Proxy Statement being cleared by the SEC, any information relating to the Company, the Advisor or any of their respective Affiliates should be discovered by the Company or the Advisor which, in the reasonable judgment of the Company or the Advisor, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and the Advisor shall 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 Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company.or