Common use of Preparation of the Form S-4 and the Proxy Statement Clause in Contracts

Preparation of the Form S-4 and the Proxy Statement. (a) As promptly as practicable following the date of this Agreement, (i) the parties shall jointly prepare the Proxy Statement in preliminary form, and (ii) Polaris shall prepare, and cause New Polaris to file with the SEC, the Form S-4 with respect to the New Polaris Common Shares and the shares of New Polaris Preferred Stock issuable in the Mergers and in connection with the settlement or exercise as of or after Closing of the Polaris Equity Awards, the Sirius Equity Awards and the Constellation Equity Award, which will include the Proxy Statement and a prospectus of New Polaris. Each of the parties shall use its reasonable best efforts to (x) have the Proxy Statement cleared by the SEC and the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (y) ensure that the Proxy Statement and Form S-4 comply in all material respects with the applicable provisions of the Exchange Act or Securities Act, and (z) keep the Form S-4 effective for so long as necessary to complete the Mergers. Each of the parties shall promptly furnish all information concerning itself, its Affiliates, and the holders of its stock to the Other Parties and provide such other assistance as may be reasonably requested or necessary in connection with the preparation, filing and distribution of the Form S-4 and Proxy Statement. Subject to Sections 6.01(c), 6.01(d), 6.02(c), 6.02(d), 6.03(c) and 6.03(d), as applicable, the Form S-4 and Proxy Statement shall include all information reasonably requested by such Other Party to be included therein. Each of the parties shall promptly notify the Other Parties upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement or the Form S-4 received from the SEC and notify the Other Parties of any oral comments with respect to the Proxy Statement or the Form S-4 received from the SEC. Each of the parties shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement, and Polaris shall use its reasonable best efforts to cause New Polaris to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the parties shall cooperate with and provide to the Other Parties a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall consider in good faith including in such document or response any comments reasonably proposed by the Other Parties. Each of the parties shall notify the Other Parties, promptly after it receives notice thereof, of the time of the effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the New Polaris Common Shares or the shares of New Polaris Preferred Stock issuable in connection with the Mergers, the settlement or exercise as of or after Closing of the Polaris Equity Awards, the Sirius Equity Awards, Constellation Equity Awards for offering or sale in any jurisdiction, and each of the parties shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. The parties shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder, the DGCL or the MGCL, as applicable, and the rules of the NYSE in connection with the filing and distribution of the Proxy Statement and the Form S-4, and the solicitation of proxies from the common stockholders of each of the parties thereunder. (b) Each of the parties shall, upon request, furnish to the Other Parties all information concerning itself, its Subsidiaries, its directors, officers and (to the extent reasonably available to the applicable party) stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the parties or any of their respective Subsidiaries to the NYSE or any Governmental Authority (including the Form S-4 and the Proxy Statement) in connection with the Transactions. In addition, each of Polaris, Sirius and Constellation will use its reasonable best efforts to (i) provide interim financial statements (including footnotes) of Polaris and the Polaris Subsidiaries, Sirius and the Sirius Subsidiaries or Constellation and the Constellation Subsidiaries, as applicable, that are required by the Securities Act to be included in the Form S-4 that have been reviewed by its independent registered public accounting firm, (ii) provide management’s discussion and analysis of interim and annual consolidated financial statements, (iii) request its independent registered public accounting firm to consent to the inclusion or incorporation by reference of the audit reports on its annual audited consolidated financial statements included in the Form S-4, and (iv) provide information concerning Polaris, Sirius or Constellation, as applicable, necessary to enable the parties to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit New Polaris to prepare the Form S-4. Notwithstanding the foregoing and except as required by applicable Law, no party shall furnish any information that is the subject of any confidentiality agreement with any third party (provided that the withholding party shall use its reasonable best efforts to obtain the required consent of such third party with respect to furnishing such information) or subject to any attorney client privilege (provided that the withholding party shall use its reasonable best efforts to permit the furnishing of such information in a manner that does not result in loss or waiver of privilege). (c) If, at any time prior to receipt of the Polaris Requisite Votes, the Sirius Requisite Vote or the Constellation Requisite Vote, any information relating to Polaris, Sirius, Constellation or any of their respective Affiliates, should be discovered by Polaris, Sirius or Constellation which, in the reasonable judgment of Polaris, Sirius or Constellation, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement, so that any of such documents 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, and the parties shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement or the Form S-4, as applicable and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to common stockholders of Polaris, Sirius or Constellation. Nothing in this Section 6.04(c) shall limit the obligations of any party under Section 6.04(a). For purposes of this Section 6.04, any information concerning or related to Polaris, its Affiliates or the Polaris Stockholders Meeting will be deemed to have been provided by Polaris, any information concerning or related to Sirius or its Affiliates or the Sirius Stockholders Meeting will be deemed to have been provided by Sirius, and any information concerning or related to Constellation or its Affiliates or the Constellation Stockholders Meeting will be deemed to have been provided by Constellation.

Preparation of the Form S-4 and the Proxy Statement. (a) As promptly as practicable following the date of this Agreement, (i) the parties shall jointly prepare the Proxy Statement in preliminary form, and (ii) Polaris Newco shall prepare, prepare and cause New Polaris to file with the SEC, the Form S-4 with respect to the New Polaris Newco Common Shares and the shares of New Polaris Preferred Stock issuable in the Mergers and in connection with the settlement or exercise as of or after Closing of the Polaris Equity Awards, the Sirius Equity Awards Constellation OP Contribution and the Constellation Equity AwardREIT Mergers, which will include the Proxy Statement and a prospectus of New PolarisNewco. Each of the parties shall use its commercially reasonable best efforts to (x) have the Proxy Statement cleared by the SEC and the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (y) ensure that the Proxy Statement and Form S-4 comply in all material respects with the applicable provisions of the Exchange Act or Securities Act, and (z) keep the Form S-4 effective for so long as necessary to complete the REIT Mergers. Each of the parties shall promptly furnish all information concerning itself, its Affiliates, and the holders of its stock to the Other Parties and provide such other assistance as may be reasonably requested or necessary in connection with the preparation, filing and distribution of the Form S-4 and Proxy Statement. Subject to Sections 6.01(c), 6.01(d), 6.02(c6.01(e), 6.02(d), 6.03(c) and 6.03(d6.02(e), as applicable, the Form S-4 and Proxy Statement shall include all information reasonably requested by such Other Party to be included therein. Each of the parties shall promptly notify the Other Parties upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other Other Parties with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand, and all written comments with respect to the Proxy Statement or the Form S-4 received from the SEC and notify the Other Parties of any oral comments with respect to the Proxy Statement or the Form S-4 received from the SEC. Each of the parties Nova I and Nova II shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement, and Polaris Newco shall use its reasonable best efforts to cause New Polaris to respond as promptly as practicable to any comment from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the parties shall cooperate with and provide to the Other Parties a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall consider in good faith including in such document or response any comments reasonably proposed by the Other Parties. Each of the parties shall notify the Other Parties, promptly after it receives notice thereof, of the time of the effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the New Polaris Newco Common Shares or the shares of New Polaris Preferred Stock issuable in connection with the Constellation OP Contribution and the REIT Mergers, the settlement or exercise as of or after Closing of the Polaris Equity Awards, the Sirius Equity Awards, Constellation Equity Awards for offering or sale in any jurisdiction, and each of the parties shall use its commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. The parties shall also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder, the DGCL or the MGCL, as applicable, and the rules of the NYSE applicable National Securities Exchange in connection with the filing and distribution of the Proxy Statement and the Form S-4, and the solicitation of proxies from the common stockholders of each of the parties thereunder. (b) Each of the parties shall, upon request, promptly furnish to the Other Parties all information concerning itself, its SubsidiariesSubsidiaries and Affiliates, its directors, directors and officers and (to the extent reasonably available to the applicable party) stockholders holders of its stock and provide such other matters information and assistance as may be reasonably requested, necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the parties or any of their respective Subsidiaries to the NYSE applicable National Securities Exchange or any Governmental Authority (including the Form S-4 and the Proxy Statement) in connection with the Transactions, including in connection with the preparation, filing and distribution of the Form S-4 and Proxy Statement. In addition, each of PolarisNova I, Sirius Nova II and Constellation OP will use its commercially reasonable best efforts to (i) provide interim financial statements (including footnotes) of Polaris Nova I and the Polaris Nova I Subsidiaries, Sirius Nova II and the Sirius Nova II Subsidiaries or Constellation and the Constellation SubsidiariesContributed Entities, as applicable, that are required by the Securities Act to be included in the Form S-4 that have been reviewed by its independent registered public accounting firm, (ii) provide management’s discussion and analysis of interim and annual consolidated financial statements, (iii) request its independent registered public accounting firm to consent to the inclusion or incorporation by reference of the audit reports on its annual audited consolidated financial statements included in the Form S-4, and (iv) provide information concerning PolarisNova I, Sirius Nova II or Constellationthe Contributed Entities, as applicable, necessary to enable the parties to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit New Polaris Newco to prepare the Form S-4. In addition to the preceding sentence and without limiting any obligations thereunder, the Constellation Parties shall deliver to the Other Parties the Contributed Entity Audited Financial Statements as promptly as reasonably practicable following the date of this Agreement. Notwithstanding the foregoing and except as required by applicable Law, no party shall furnish any information that is the subject of any confidentiality agreement with any third party (provided that the withholding party shall use its commercially reasonable best efforts to obtain the required consent of such third party with respect to furnishing such information) or subject to any attorney client privilege (provided that the withholding party shall use its commercially reasonable best efforts to permit the furnishing of such information in a manner that does not result in loss or waiver of privilege). (c) If, at any time prior to receipt of the Polaris Requisite Votes, the Sirius Nova I Requisite Vote or the Constellation Nova II Requisite Vote, any information relating to PolarisNova I, SiriusNova II, Constellation the Contributed Entities, Newco or any of their respective Affiliates, should be discovered by PolarisNova I, Sirius Nova II, Constellation OP or Constellation whichNewco that, in the reasonable judgment of PolarisNova I, Sirius Nova II, Constellation OP or ConstellationNewco, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement, so that any of such documents 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 that discovers such information shall promptly notify the Other Parties, and the parties shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement or the Form S-4, as applicable and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to common stockholders of Polaris, Sirius Nova I or ConstellationNova II. Nothing in this Section 6.04(c6.03(c) shall limit the obligations of any party under Section 6.04(a6.03(a). For purposes of this Section 6.046.03, any information concerning or related to PolarisNova I, its Affiliates or the Polaris Nova I Stockholders Meeting will be deemed to have been provided by PolarisNova I, any information concerning or related to Sirius or Nova II, its Affiliates or the Sirius Nova II Stockholders Meeting will be deemed to have been provided by SiriusNova II, and any information concerning or related to Constellation OP or its Affiliates or (including the Constellation Stockholders Meeting Contributed Entities and Newco) will be deemed to have been provided by ConstellationConstellation OP.