CONSENT OF STOCKHOLDERS) FOR THE PURPOSE OF VOTING TO
APPROVE AND ADOPT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND,
SUBJECT TO THE FIDUCIARY DUTIES OF ITS BOARD OF DIRECTORS UNDER APPLICABLE LAW
BASED ON ADVICE BY OUTSIDE LEGAL COUNSEL, (I) RECOMMEND APPROVAL AND ADOPTION OF
THIS AGREEMENT AND THE TRANSACTIONS
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CONTEMPLATED HEREBY BY THE STOCKHOLDERS OF XCORPOREAL AND INCLUDE IN ANY PROXY
OR INFORMATION STATEMENT ("PROXY STATEMENT") SUCH RECOMMENDATION AND (II) TAKE
ALL REASONABLE AND LAWFUL ACTION TO SOLICIT AND OBTAIN SUCH APPROVAL.
(B)
NQCI, ACTING THROUGH ITS BOARD OF DIRECTORS, SHALL, SUBJECT TO
AND IN ACCORDANCE WITH APPLICABLE LAW AND ITS CERTIFICATE OF INCORPORATION AND
BY-LAWS, AS SOON AS PRACTICABLE, SOLICIT THE WRITTEN CONSENT OF ITS STOCKHOLDERS
TO APPROVE AND ADOPT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY,
(C)
XCORPOREAL, AS PROMPTLY AS PRACTICABLE SHALL CAUSE ANY
REQUIRED PROXY STATEMENT TO BE DEVELOPED AND SHALL ALLOW PURCHASER TWO BUSINESS
DAYS TO REVIEW SUCH PROXY STATEMENT PRIOR TO IT BEING DELIVERED TO ITS
STOCKHOLDERS.
(D)
AT OR PRIOR TO THE CLOSING, XCORPOREAL SHALL DELIVER TO THE
PURCHASER A CERTIFICATE OF ITS SECRETARY SETTING FORTH THE VOTING RESULTS FROM
ITS STOCKHOLDER MEETING.
(E)
XCORPOREAL SHALL USE ALL REASONABLE BEST EFFORTS TO HOLD ITS
STOCKHOLDERS MEETING AS SOON AS PRACTICABLE AFTER THE DATE HEREOF.
8.2.
CONDUCT OF BUSINESS OF THE COMPANIES PRIOR TO THE CLOSING DATE.
DURING THE PERIOD FROM THE DATE OF THIS AGREEMENT AND CONTINUING THROUGH THE
CLOSING DATE, EACH OF THE SELLERS AGREES THAT EXCEPT AS EXPRESSLY CONTEMPLATED
OR PERMITTED BY THIS AGREEMENT OR TO THE EXTENT THAT PURCHASER SHALL OTHERWISE
CONSENT IN WRITING, EACH OF THE SELLERS SHALL USE ITS BEST EFFORTS TO CARRY ON
THE BUSINESS AND ITS AFFAIRS IN SUCH A MANNER SO THAT THE REPRESENTATIONS,
WARRANTIES AND COVENANTS CONTAINED HEREIN SHALL CONTINUE TO BE ACCURATE AND
CORRECT THROUGHOUT SUCH PERIOD, AND ON AND AS OF THE CLOSING DATE AS IF MADE BY
EACH SELLER ON THE CLOSING DATE, AND THROUGHOUT SUCH PERIOD, EACH SELLER SHALL
(A) CARRY ON THE BUSINESS IN THE ORDINARY COURSE IN SUBSTANTIALLY THE SAME
MANNER AS PREVIOUSLY CONDUCTED IMMEDIATELY PRIOR TO THE EXECUTION OF THIS
AGREEMENT, (B) PROMPTLY NOTIFY PURCHASER, IN WRITING, OF ANY MATERIAL
DEVELOPMENT WITH RESPECT TO THE BUSINESS OR ANY ASSETS OR PROPERTIES OF SUCH
SELLER, (C) CONFER WITH PURCHASER CONCERNING OPERATIONAL MATTERS OF A MATERIAL
NATURE, AND (D) USE BEST EFFORTS, RECOGNIZING THE CONSTRAINTS OF ITS FINANCIAL
CONDITION, (I) TO PRESERVE INTACT ITS PRESENT BUSINESS ORGANIZATION, (II) KEEP
AVAILABLE THE SERVICES OF ITS PRESENT OFFICERS AND EMPLOYEES, (III) PRESERVE ITS
RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS AND OTHERS HAVING BUSINESS DEALINGS WITH
IT, AND (IV) NOT DO OR PERMIT TO BE DONE ANY ACTION THAT WOULD RESULT IN A
MATERIAL ADVERSE EFFECT.
8.3.
PUBLIC ANNOUNCEMENTS. NONE OF THE PARTIES TO THIS AGREEMENT
SHALL ISSUE OR MAKE ANY PRESS RELEASE OR OTHER PUBLIC STATEMENTS OR OTHERWISE
ANNOUNCE THE TRANSACTIONS DESCRIBED HEREIN TO EMPLOYEES, CUSTOMERS OR SUPPLIERS
EXCEPT AND UNLESS SUCH RELEASE, STATEMENT OR ANNOUNCEMENT HAS BEEN JOINTLY