Common use of Proxy Statement/Prospectus; Registration Statement Clause in Contracts

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Company and the Company Parent shall prepare prepare, and the (i) Company shall file with the SEC (if necessary), preliminary proxy materials relating to the Proxy Statementapproval of the Merger by the shareholders of Company, and (ii) Parent shall file with the Buyer SEC, a Registration Statement on Form S-4 (or such other or successor form as shall prepare and be appropriate). As promptly as practicable following receipt of SEC comments thereon, Company shall file with the SEC definitive proxy materials and Parent shall file with the SEC amendments to its Registration StatementStatement on Form S-4 (or such other or successor form as shall be appropriate), in each case which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer complies in form with applicable SEC requirements and the Company Parent shall use its reasonable best efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of the Buyer Company and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Parent will notify the each other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing pursuant to Section 6.2(b) or for additional information and will supply the each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC Statement or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderfiling. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)other filing, the Buyer or the Company, as the case may be, will Company shall promptly inform the other Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the Company, such amendment or supplement. The Proxy Statement shall solicit the approval of the Merger and this Agreement by the shareholders of Company and shall include the adoption of this Agreement and the approval of the Merger by the Board of Directors of Company and the unanimous and unconditional recommendation of the Board of Directors of Company to Company's shareholders that they vote in favor of the approval of this Agreement (provided that the -------- Board of Directors of Company may exclude such recommendation if, pursuant to Section 4.3, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of Company's financial advisors as described in Section 2.22 (unless subsequently withdrawn).

Proxy Statement/Prospectus; Registration Statement. (a) As Parent and the Company shall use commercially reasonable efforts to prepare and file with the SEC, as promptly as practicable after the execution of this Agreement, a proxy statement relating to the Buyer and the Company shall prepare and the Company shall file Special Meeting to be held in connection with the SEC Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement, and the Buyer /Prospectus"). Parent shall use commercially reasonable efforts to prepare and file with the SEC SEC, as promptly as practicable after the execution of this Agreement, a registration statement on Form S-4 (together with all amendments thereto, the "Parent Registration Statement"), in which the Proxy Statement will Statement/Prospectus shall be included as a prospectus, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval shares of Parent Common Stock and warrants to purchase shares of Parent Common Stock to be issued pursuant to the Proxy Statement by the SECMerger. The Buyer Each of Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Parent Registration Statement to comply as to form in all material respects with the applicable provision of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use all reasonable efforts to have or cause the Parent Registration Statement to become effective as soon after such filing promptly as practicable, and (iii) shall take any and all action required under any applicable Federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each of the Buyer Parent and the Company will respond shall furnish to any comments the other all information concerning Parent and the Company as the other may reasonably request in connection with the preparation of the SEC and will use its respective reasonable efforts documents referred to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as herein. As promptly as practicable after such filings and the Parent Registration Statement shall have become effective, the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, shall deliver the Proxy Statement, the Merger or any filing pursuant /Prospectus to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementshareholders.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file Public Company, with the SEC the Proxy Statementcooperation of Merger Partner, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement Statement/Prospectus will be included as a prospectus. Merger Partner, provided that Merger Sub and Public Company shall (i) provide to the Buyer other parties as promptly as practical all information, including financial statements and descriptions of its business and financial condition, as Public Company as such other parties may delay reasonably request for preparation of the Registration Statement and the Proxy Statement/Prospectus and (ii) cause the timely cooperation of its independent public accountants in connection with the preparation and filing of the Registration Statement until approval and the Proxy Statement/Prospectus, including by causing such accountants to provide a consent to the inclusion of such accountant’s reports in respect of the Proxy Statement by financial statements of the SEC. The Buyer and the Company shall use reasonable efforts to cause applicable party in the Registration Statement and/or in the Proxy Statement/Prospectus (as applicable) and to become effective the reference to such accountant firm as soon after such filing as practicablean “expert” therein. Each of the Buyer and the Public Company will shall respond to any comments of the SEC and will shall use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing, and the Public Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Public Company will shall notify the other Merger Partner promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will shall supply the other Merger Partner with copies of all correspondence between such party Public Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Public Company will shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever either Public Company or Merger Partner shall become aware of the occurrence of any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Public Company or the CompanyMerger Partner, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanyPublic Company and Merger Partner, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer Parent and the Company shall prepare and the Company shall file with the SEC the Joint Proxy Statement, and the Buyer Parent shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that the Buyer Parent may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. The Buyer Parent and the Company shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer Parent and the Company will respond to any comments of the SEC and will use its respective commercially reasonable efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Joint Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement, the Merger or any filing pursuant to Section 6.2(b6.02(b). Each of the Buyer Parent and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.02 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b6.02(b), the Buyer Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer (a) Parent and the Company shall prepare and the Company shall file with the SEC (as part of the Registration Statement) the Proxy Statement/Prospectus relating to the respective Stockholders’ Meetings of each of Parent and Company to be held to consider (1) in the case of Parent, the First Merger, the Share Issuance, the Charter Amendment and all other matters to be submitted to Parent’s shareholders in connection with Parent’s 2010 Annual Meeting of Shareholders, including without limitation the election of directors and adoption of a new stock option plan (the “Annual Meeting Matters”), and (2) in the Buyer shall case of Company, adoption of this Agreement, and (b) Parent will prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement Statement/Prospectus will be included as a prospectusprospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in connection with the First Merger. Each of Parent and Company shall provide promptly to the other such information concerning its business affairs and financial statements as, provided that in the Buyer reasonable judgment of the providing party or its counsel, may delay be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation and filing of the Proxy Statement/Prospectus and the Registration Statement until approval Statement. Each of the Proxy Statement by Parent and Company will respond to any comments from the SEC. The Buyer and the Company shall , will use its reasonable best efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement be declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will cause the Proxy Statement and the prospectus contained within to keep the Registration Statement effective as long as is necessary to be mailed to its stockholders at consummate the earliest practicable time after both the Proxy Statement is cleared by the SEC First Merger and the Registration Statement is declared effective under the Securities Acttransactions contemplated hereby. Each of the Buyer Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to to, the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and/or the Proxy Statement, the Merger /Prospectus. Whenever Parent or any filing pursuant to Section 6.2(b). Each Company becomes aware of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements occurrence of law and the rules and regulations promulgated thereunder. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement, /Prospectus or the Registration Statement Statement, Parent or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the Parent and/or Company, such amendment or supplement. Each of Parent and Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Proxy Statement/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Neither Parent nor Company shall make any amendment to the Proxy Statement/Prospectus or the Registration Statement without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed. Parent and Company will cause the Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq.

Proxy Statement/Prospectus; Registration Statement. (a) As Parent and the Company shall use commercially reasonable efforts to prepare and file with the SEC, as promptly as practicable after the execution of this Agreement, a joint proxy statement relating to the Buyer Company Special Meeting and the Company shall prepare and the Company shall file Parent Special Meeting to be held in connection with the SEC Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement, and the Buyer /Prospectus"). Parent shall use commercially reasonable efforts to prepare and file with the SEC SEC, as promptly as practicable after the execution of this Agreement, a registration statement on Form S-4 (together with all amendments thereto, the "Parent Registration Statement"), in which the Proxy Statement will Statement/Prospectus shall be included as a prospectus, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval shares of Parent Common Stock and warrants to purchase shares of Parent Common Stock to be issued pursuant to the Proxy Statement by the SECMerger. The Buyer Each of Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Parent Registration Statement to comply as to form in all material respects with the applicable provision of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use all reasonable efforts to have or cause the Parent Registration Statement to become effective as soon after such filing promptly as practicable, and (iii) shall take any and all action required under any applicable Federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each of the Buyer Parent and the Company will respond shall furnish to any comments the other all information concerning Parent and the Company as the other may reasonably request in connection with the preparation of the SEC and will use its respective reasonable efforts documents referred to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as herein. As promptly as practicable after such filings the Parent Registration Statement shall have become effective, each of Parent and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, shall deliver the Proxy Statement, the Merger or any filing pursuant /Prospectus to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementrespective stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company Seller shall prepare and the Company shall file with the SEC the Joint Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. The Buyer and the Company Seller shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company Seller will respond to any comments of the SEC and will use its respective commercially reasonable efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Joint Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Seller will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement, the Merger or any filing pursuant to Section 6.2(b6.02(b). Each of the Buyer and the Company Seller will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.02 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement, the Registration Statement or any filing pursuant to ot Section 6.2(b6.02(b), the Buyer or the CompanySeller, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyBuyer and/or Seller, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Seller and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, /Prospectus and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until on Form S-4 promulgated under the Securities Act (or on such other form as shall be appropriate) relating to the approval of this Agreement and the Proxy Statement transactions contemplated hereby, including the Merger, by the SEC. The Buyer stockholders of the Seller and the Company shall use all reasonable best efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of the Buyer Seller and the Company will shall furnish all information concerning itself and its Affiliates, officers and directors that is required to be included in the Proxy Statement/Prospectus or, to the extent applicable, the other filings, or that is customarily included in the Proxy Statement/Prospectus or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Seller and the Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement/Prospectus or the other filings, and will the Seller shall use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the definitive Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its the Seller’s stockholders at as promptly as reasonably practicable after the earliest practicable time after both the Proxy Statement is cleared by the SEC and date the Registration Statement is declared effective under the Securities Actbecomes effective. Each of the Buyer and the Company will party shall promptly notify the other promptly party upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Registration Proxy Statement, the Proxy Statement /Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will supply the other filings and shall provide the other party with copies of all correspondence between such party or any of it and its representatives, on the one hand, and the SEC, or SEC and its staff or any other government officialsstaff, on the other hand, with respect relating to the Registration Statement, the Proxy Statement/Prospectus or the other filings. If at any time prior to the Seller Stockholders’ Meeting, any information relating to the Seller, the Merger Company or any filing pursuant to Section 6.2(b). Each of their respective Affiliates, officers or directors, should be discovered by the Buyer and Seller or the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to should be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the other filings, so that the Proxy Statement/Prospectus or the other filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will party which discovers such information shall promptly inform notify the other of party, and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be filed with the SEC or its staff or any other government officialsand, and/or mailing to the extent required by applicable Law, disseminated to the stockholders of the CompanySeller. Notwithstanding anything to the contrary stated above, such prior to filing or mailing the Proxy Statement/Prospectus or filing the other filings (or, in each case, any amendment or supplementsupplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for filing or mailing such document shall provide the other party an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other party.

Proxy Statement/Prospectus; Registration Statement. (a5.2(a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall jointly prepare and (i) the Company shall will file with the SEC the Proxy Statement, /Prospectus in connection with the vote of the stockholders of the Company in respect of this Agreement and the Buyer shall prepare and (ii) Parent will file with the SEC the Form S-4 Registration Statement, in which connection with the Proxy Statement will be included as a prospectus, provided that registration under the Buyer may delay the filing Securities Act of the Registration Statement until approval shares of Parent Common Stock to be issued in connection with the Proxy Statement by the SECMerger. The Buyer Each of Parent and the Company shall use provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable efforts judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Form S-4 Registration Statement, or in any amendments or supplements thereto, shall cause its counsel to cause cooperate with the other party’s counsel in the preparation of the Proxy Statement/Prospectus and the Form S-4 Registration Statement to become effective as soon after Statement, and shall request the cooperation of such filing as practicableparty’s auditors in the preparation of the Proxy Statement/Prospectus and the Form S-4 Registration Statement. Each of the Buyer Parent and the Company will shall respond to any comments of the SEC and will shall use its respective all commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filings, and each of Parent and the Company will provide the other with a reasonably opportunity to review and comment (which comments will be considered by the other party in good faith) on any amendment or supplement on the Proxy Statement/Prospectus or the Form S-4 Registration Statement prior to the filing thereof with the SEC. Parent will advise the Company, as soon as practicable after it receives notice thereof, of the time when the Form S-4 Registration Statement has been declared effective by the SEC and the Company shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Buyer Parent and the Company will shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Form S-4 Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b5.2(b) or for additional information and will shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Form S-4 Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b5.2(b). Each of the Buyer Parent and the Company will shall use all commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 5.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementLegal Requirements.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practicable, after the execution date of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer (i) Acquiror shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of Acquiror soliciting proxies from such stockholders to obtain the Acquiror Stockholders Approval (as defined herein) at the special meeting of Acquiror’s stockholders to be called for such purpose (the “Acquiror Stockholders’ Meeting”) and (ii) New PubCo shall prepare and file with the SEC a registration statement on Form S-4 or such other applicable form (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement Statement/Prospectus will be included as a prospectus, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval shares of New PubCo Class A Common Stock issuable in connection with the Transactions. The Company shall furnish all information as New PubCo or Acquiror may reasonably request in connection with such actions and assist and cooperate with the preparation, filing and distributions of the Proxy Statement/Prospectus and Registration Statement as reasonably requested by the SECAcquiror or New PubCo. The Buyer Each of Acquiror, New PubCo and the Company shall use its commercially reasonable efforts to cause the Proxy Statement/Prospectus and Registration Statement to become effective as soon after such filing promptly as practicable. Each of the Buyer practicable and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have keep the Proxy Statement cleared by the SEC Statement/Prospectus and the Registration Statement declared effective under as long as is necessary to consummate the Securities Act as Transactions. As promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under by the Securities ActSEC, Acquiror shall use its commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. Each of The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Buyer Proxy Statement/Prospectus and Registration Statement prior to the filing thereof with the SEC and Acquiror or New PubCo, as applicable, shall give reasonable consideration to any such comments. Acquiror and New PubCo, as applicable, shall promptly notify the Company will notify the other promptly and its legal counsel upon the receipt of any comments received by Acquiror, New PubCo or their legal counsel from the SEC or its staff with respect to the Proxy Statement/Prospectus and Registration Statement, or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement/Prospectus or Registration Statement, and shall promptly provide the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information Company and will supply the other its legal counsel with copies of all written correspondence between such party or any of its representativesthe Acquiror, New PubCo and their respective Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, or, if not in writing, a description of such communication. Acquiror and New PubCo shall give the Company and its legal counsel a reasonable opportunity to participate in preparing their proposed response(s) to comments received from the SEC or its staff and to promptly provide comments on any proposed response(s) thereto, and Acquiror and New PubCo shall give reasonable consideration to any such comments. Each of the Parties: (A) shall use its commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement/Prospectus and Registration Statement, ; and (B) to the Proxy Statement, extent required by the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law United States securities Laws and the rules and regulations of the SEC promulgated thereunder. Whenever , shall use its commercially reasonable efforts to promptly correct any event occurs which is required to be set forth information provided by it for use in an amendment or supplement to the Proxy Statement, the /Prospectus and Registration Statement to the extent such information shall be or shall have become false or misleading in any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementmaterial respect.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file Buyer, in cooperation with the SEC the Proxy StatementCompany, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will Statement/Prospectus shall be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will shall respond to any comments of the SEC and will shall use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filings, and the Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will shall use its commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this AgreementAgreement and, the Buyer in any event, within 30 days thereafter, Seller Parent and the Company Purchaser Parent shall prepare mutually prepare, and the Company Seller Parent and Purchaser Parent shall file with the SEC the U.S. Securities and Exchange Commission (“SEC”), a Proxy Statement/Prospectus. As promptly as practicable after execution of this Agreement, and the Buyer Purchaser Parent shall prepare and file with the SEC the Registration Statement, in of which the Proxy Statement will be included as Statement/Prospectus forms a prospectuspart, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by with the SEC. The Buyer Subject to Section 10.4, the Proxy Statement/Prospectus shall include the Seller Board Recommendation (as hereinafter defined) and a copy of the Company written opinion of Xxxxxxx & Company, Inc. (the “Seller Financial Advisor”) referred to in Section 6.18; provided, however, that the Proxy Statement/Prospectus need not include the Seller Board Recommendation if the Board of Directors of Seller Parent determines in good faith, after consulting with and receiving the advice of outside counsel, that inclusion of the Seller Board Recommendation or consummation of the Transactions would be inconsistent with its fiduciary duties to the Seller Parent’s shareholders. Seller Parent and Purchaser Parent shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts Best Efforts to have the preliminary Proxy Statement Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under by the Securities Act SEC as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement practicable. Purchaser Parent shall also take any action required to be mailed taken under applicable state blue sky or securities laws in order to its stockholders at effect the earliest practicable time after both issuance of Purchaser Parent Common Stock pursuant to this Agreement. In furtherance thereof the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will Seller Parent shall promptly (A) notify the other promptly Purchaser Parent upon the receipt of any such comments from the SEC or its staff or any other government officials requests and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b(B) or for additional information and will supply the other provide Purchaser Parent with copies of all correspondence between such party or any of the Seller Parent and its Affiliates and representatives, on the one hand, and the SEC, or SEC and its staff or any other government officialsstaff, on the other hand, with respect to the Registration Proxy Statement, /Prospectus. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement/Prospectus, (x) the Seller Parent shall provide Purchaser Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) the Seller Parent shall include in such drafts, correspondence and filings all comments reasonably proposed by Purchaser Parent and (z) to the extent practicable, the Merger or any filing pursuant Seller Parent and its outside counsel shall permit Purchaser Parent and its outside counsel to Section 6.2(b). Each of the Buyer and the Company will cause participate in all documents that it is responsible for filing communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement/Prospectus, this Agreement or any of the Transactions. Seller Parent and Purchaser Parent shall promptly furnish to each other regulatory authorities under all information, and take such other actions (including without limitation using all Best Efforts to provide any required consents of their respective independent auditors), as may reasonably be requested in connection with any action by any of them in connection with the preceding sentences of this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder5.5(a). Whenever any Party learns of the occurrence of any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any other filing made pursuant to this Section 6.2(b5.5(a), the Buyer Seller Parent or the CompanyPurchaser Parent, as the case may be, will shall promptly inform notify the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the Company, Seller Parent such amendment or supplement. Each of Seller Parent and Purchaser Parent shall use commercially reasonable efforts to cause its independent accountants to deliver to Purchaser Parent a consent, dated the date on which the Registration Statement shall become effective, in form customary in scope and substance for consents delivered by independent public accountants in connection with registration statements on Form S-4 under the Securities Act.

Proxy Statement/Prospectus; Registration Statement. (a) Other --------------------------------------------------------- Filings. As promptly as practicable after the execution of this Agreement, the Buyer ------- Talarian and the Company shall prepare TIBCO will prepare, and the Company shall file with the SEC SEC, the Proxy Statement, /Prospectus and the Buyer shall TIBCO will prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement Statement/Prospectus will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer Talarian and the Company TIBCO will respond to any comments of the SEC and SEC, will use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing and the Company Talarian will cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Talarian and TIBCO will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer Talarian and the Company TIBCO will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)Other Filing. Each of the Buyer Talarian and the Company TIBCO will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b)Other Filing, the Buyer Talarian or the CompanyTIBCO, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyTalarian, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file Public Company, in cooperation with the SEC the Proxy StatementMerger Partner, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement Statement/Prospectus will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company Merger Partner shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon after such timely cooperation of its independent public accountants in connection with the preparation and filing as practicableof the Proxy Statement/Prospectus. Each of the Buyer Public Company and the Company will Merger Partner shall respond to any comments of the SEC and will shall use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filings, and the Public Company will and Merger Partner shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its their respective stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer Public Company and the Company will Merger Partner shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer Public Company and the Company will Merger Partner shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Public Company or the CompanyMerger Partner, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other Governmental Entity or government officials, and/or mailing to stockholders of the CompanyPublic Company and Merger Partner, such amendment or supplement. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made by Public Company without providing Merger Partner the opportunity to review and comment thereon.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement, the Buyer Company and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Parent shall prepare and file with the SEC the Registration Proxy Statement/Prospectus, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement Statement/Prospectus will be included as a prospectus. Each of Company and Parent shall promptly provide to the other all such information concerning its business and financial statements and affairs as reasonably may be required or appropriate for inclusion in the Proxy Statement/Prospectus or the Form S-4, provided that or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the Buyer may delay other party's counsel and auditors in the filing of the Registration Statement until approval preparation of the Proxy Statement by the SEC. The Buyer Statement/Prospectus and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicableForm S-4. Each of the Buyer Company and the Company will Parent shall respond to any comments of the SEC and will shall use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement Form S-4 declared or ordered effective under the Securities Act as promptly as practicable after such filings filing, and the Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders shareholders at the earliest practicable time after both the Proxy Statement Form S-4 is cleared declared or ordered effective by the SEC SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent shall prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign, state "blue sky" or related laws relating to the Merger and the Registration Statement is declared effective under transactions contemplated by this Agreement (the Securities Act"OTHER FILINGS"). Each of the Buyer Company and the Company will Parent shall notify the other promptly upon the receipt of any comments or written communication from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration StatementForm S-4, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) Other Filing, or for additional information and will shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officials, on the other hand, with respect to the Registration StatementForm S-4, the Proxy Statement/Prospectus, the Merger or any filing pursuant Other Filing. Parent and Company will provide reasonable representations to Section 6.2(b)the tax counsels or other advisors who prepare the tax disclosure to be made in the Proxy Statement/Prospectus and the Form S-4. All filings by Parent and Company with the SEC in connection with the transactions contemplated hereby, including the Proxy Statement/Prospectus, the Form S-4 and any amendment or supplement thereto, and all Other Filings, with the exception of proxy statements, information statements and periodic reports filed by Parent under the Exchange Act, shall be subject to the prior review of the other. Each of the Buyer Company and the Company will Parent shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 SECTION 5.1(A) to comply as to form and substance in all material respects with all the applicable requirements of law and the rules and regulations promulgated thereunder, including (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of Nasdaq and (iv) the requirements of the Israeli Companies Law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement Form S-4 or any filing pursuant to Section 6.2(b)Other Filing, the Buyer Company or the CompanyParent, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders the shareholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Target and Acquiror shall prepare proxy materials relating to the Buyer adoption and approval of this Agreement and the Company shall prepare Merger and the Company shall file with other transactions contemplated hereby by the SEC the Proxy Statement, stockholders of Target and the Buyer issuance of the Acquiror Common Stock pursuant to this Agreement by the stockholders of Acquiror and, as promptly as practicable, Acquiror shall prepare and file with the SEC the Registration Statement, which complies in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing form in all material respects with applicable law and SEC requirements and each of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Target and the Company Acquiror shall use all commercially reasonable efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of the Buyer Target and the Company will Acquiror shall use all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and will use its respective reasonable efforts to have cause the Proxy Statement cleared by to be mailed to the SEC stockholders of Target and the Registration Statement declared effective under the Securities Act Acquiror as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of Target and Acquiror shall furnish all information concerning it (and its respective subsidiaries) to the Buyer other as may be reasonably requested in connection with any such action and the Company will preparation, filing and distribution of the Registration Statement and the Proxy Statement. Each of Target and Acquiror shall promptly notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, Statement or the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply shall promptly provide the other with copies of all correspondence between such party or any of it and its representatives, on the one hand, and the SEC, or SEC and its staff or any other government officialsstaff, on the other hand. Notwithstanding the foregoing, with respect prior to filing the Registration Statement, the Proxy Statement, the Merger Statement (or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to thereto) or filing or mailing the Proxy Statement, the Registration Statement (or any filing pursuant amendment or supplement thereto) or responding to Section 6.2(b)any comments of the SEC with respect thereto, the Buyer or the Companyeach of Target and Acquiror, as the case may be, will promptly inform (a) shall provide the other of party with a reasonable opportunity to review and comment on such occurrence document or response, (b) shall include in such document or response all comments reasonably proposed by such other party and cooperate in filing with (c) shall not file or mail such document or respond to the SEC prior to receiving such other party's approval, which approval shall not be unreasonably withheld or its staff or any other government officialsdelayed. Subject to the provisions of Section 5.1, and/or mailing to stockholders the Proxy Statement shall include the unanimous recommendation of the Company, Board of Directors of Acquiror in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger and the unanimous recommendation of the Board of Directors of Target in favor of the Merger; provided that the recommendation of Target's Board of Directors may not be included or may be withdrawn if previously included if Target's Board of Directors believes in good faith (after consultation with independent financial and legal advisors) that a Superior Proposal has been made and shall determine in good faith (after consultation with independent legal advisors) that to include such amendment recommendation or supplementnot withdraw such recommendation if previously included would constitute a breach of the Target's Board of Directors' fiduciary duty under applicable law.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer NPS and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Enzon shall prepare and file with the SEC a joint proxy statement/prospectus for use in connection with the Registration solicitation of the Requisite NPS Stockholder Approval and the Requisite Enzon Stockholder Approval (the "Proxy Statement/Prospectus"), and Holdco shall prepare and file with the SEC a registration statement on Form S-4, in which the Proxy Statement will Statement/Prospectus is to be included as a prospectus, provided that for use in connection with the Buyer registration under the Securities Act of the shares of Holdco Common Stock issuable in connection with the Mergers (the "Registration Statement"). NPS, Enzon and Holdco shall provide one another with any information which may delay be required in order to effectuate the preparation and filing of the Proxy Statement/Prospectus and the Registration Statement until approval pursuant to this Section 5.1. Each of the Proxy Statement by NPS, Enzon and Holdco shall respond to any comments from the SEC. The Buyer and the Company , shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement be declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will cause the Proxy Statement and the prospectus contained within to keep the Registration Statement effective as long as is necessary to be mailed to its stockholders at consummate the earliest practicable time after both the Proxy Statement is cleared by the SEC Mergers and the Registration Statement is declared effective under the Securities Acttransactions contemplated hereby. Each of the Buyer NPS, Enzon and the Company Holdco will notify the other others promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to to, the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and/or the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, /Prospectus or the Registration Statement Statement, NPS, Enzon or any filing pursuant to Section 6.2(b), the Buyer or the CompanyHoldco, as the case may be, will shall promptly inform the other others of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanyNPS and/or Enzon, if applicable, such amendment or supplement. Each of NPS, Enzon and Holdco shall cooperate and provide the others (and their counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Registration Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of NPS and Enzon shall cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Holdco shall also use commercially reasonable efforts to take any action required to be taken by it under any applicable state and provincial securities laws in connection with the issuance of Holdco Common Stock in the Mergers and the conversion of NPS Options and Enzon Options into options to acquire Holdco Common Stock, and NPS shall furnish any information concerning NPS and the holders of NPS Common Stock and NPS Options as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer Millennium and the Company COR shall prepare and the Company shall file with the SEC the Joint Proxy Statement, and the Buyer Millennium, in cooperation with COR, shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that . Millennium and COR shall respectively use commercially reasonable efforts to file with the Buyer may delay SEC the filing Joint Proxy Statement within 45 days of the Registration Statement until approval of the Proxy Statement by the SECdate hereof. The Buyer Millennium and the Company COR shall respectively use commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act and any applicable state securities laws as soon after such filing as practicable. Each of the Buyer Millennium and the Company COR will respond to any comments of the SEC and will use its respective commercially reasonable efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Joint Proxy Statement and the prospectus contained within with the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Joint Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer Millennium and the Company COR will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement, the Merger or any filing pursuant to Section 6.2(b6.02(b). Each of the Buyer Millennium and the Company COR will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.02 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b6.02(b), the Buyer Millennium or the CompanyCOR, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyMillennium and/or COR, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Company and the Company Parent shall prepare prepare, and (i) the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the Proxy Statementapproval of the Merger by the stockholders of the Company, and (ii) Parent shall file with the Buyer SEC, a Registration Statement on Form S-4 (or such other or successor form as shall prepare and be appropriate). As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC with not comment thereon, the Company shall file with the SEC definitive proxy materials and Parent shall file with the SEC amendments to its Registration StatementStatement on Form S-4 (or such other or successor form as shall be appropriate), in each case which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer complies in form with applicable SEC requirements and the Company shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of the Buyer The Company and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Parent will notify the each other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing pursuant to Section 6.2(b) or for additional information and will supply the each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC Statement or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderfiling. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)other filing, the Buyer or the Company, as the case may be, will Company shall promptly inform the other Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. The Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the unanimous recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn).

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statementshall, and the Buyer Parent shall cause Guarantor to, prepare and file with the SEC SEC, preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and, if the parties so agree at the time, the Registration Statement. As promptly as reasonably practicable after comments are received from the SEC thereon and after the furnishing by the Company and Guarantor of all information required to be contained therein, in which the Company shall, and Parent shall, and shall cause Guarantor to, file with the SEC, the definitive Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of Statement/Prospectus and the Registration Statement until approval (or, if the Registration Statement has been previously filed, an amendment thereto) relating to the adoption of this Agreement by the Company's stockholders as set forth in Section 2.04(c) and the other transactions contemplated hereby, and to the payment of the Proxy Statement by Merger Consideration in the SEC. The Buyer form of Guarantor Common Shares pursuant to this Agreement, and the Company shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer effective, and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have shall mail the Proxy Statement cleared by the SEC and the Registration Statement declared effective Statement/Prospectus to its stockholders as soon thereafter as reasonably practicable. Parent shall also cause Guarantor to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under the Securities Act as promptly as practicable after such filings applicable state securities laws in connection with the issuance of Guarantor Common Shares in connection with the Merger, and the Company will cause shall furnish to Guarantor all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus. No filing of, or amendment or supplement to, or correspondence to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff with respect to the Proxy Statement/Prospectus will be made by the Company or Guarantor, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after Guarantor receives notice thereof, of the time when the Registration Statement has become effective or any other government officials supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Guarantor Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement/Prospectus or its staff comments thereon and responses thereto or requests by the SEC for additional information. If at any other government officials for amendments or supplements time prior to the Registration StatementEffective Time any information relating to the Company or Parent, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representativestheir respective affiliates, on the one handofficers or directors, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and should be discovered by the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs Parent which is required to should be set forth in an amendment or supplement to the Proxy Statement, either of the Registration Statement or the Proxy Statement/Prospectus so that any filing pursuant of such documents would not include any misstatement of a material fact or omit to Section 6.2(b)state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Buyer or the Company, as the case may be, will party which discovers such information shall promptly inform notify the other of parties hereto and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC or its staff or any other government officialsand, and/or mailing to the extent required by law, disseminated to the stockholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer (a) Parent and the Company shall prepare and the Company shall file with the SEC (as part of the Registration Statement) the Proxy Statement/Prospectus relating to the respective Stockholders’ Meetings of each of Parent and the Company to be held to consider the Stock Issuance, in the case of Parent, and adoption of this Agreement, in the Buyer shall case of the Company, and (b) Parent will prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement Statement/Prospectus will be included as a prospectus, provided that prospectus in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval shares of Parent Common Stock to be issued in connection with the Proxy Statement by the SECMerger. The Buyer Each of Parent and the Company shall use provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable efforts to cause judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement pursuant to become effective as soon after such filing as practicablethis Section 5.1, 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 Proxy Statement/Prospectus and the Registration Statement. Each of the Buyer Parent and the Company will respond to any comments of from the SEC and SEC, will use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will cause the Proxy Statement and the prospectus contained within to keep the Registration Statement effective as long as is necessary to be mailed to its stockholders at consummate the earliest practicable time after both the Proxy Statement is cleared by the SEC Merger and the Registration Statement is declared effective under the Securities Acttransactions contemplated hereby. Each of the Buyer Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to to, the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and/or the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, /Prospectus or the Registration Statement or any filing pursuant to Section 6.2(b)Statement, the Buyer Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Each of Parent and the Company shall cooperate and provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospect/Proxy Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Neither Parent nor the Company shall make any amendment to the Proxy Statement/Prospectus or the Registration Statement without the approval of the other party, which approval shall not be unreasonably withheld or delayed. Parent and the Company will cause the Proxy Statement/Prospectus to be mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Parent shall also use its reasonable best efforts to take any action required to be taken by it under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger, and the Company shall furnish any information concerning the Company and the holders of the Company’s securities as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file Parent, in cooperation with the SEC the Proxy StatementCompany, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will Statement/Prospectus shall be included as a prospectus, provided that the Buyer may delay the filing . Each of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Parent and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will shall use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filings, and the Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer Parent and the Company will shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer Parent and the Company will shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Parent or the Company, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall will prepare and the Company shall file with the SEC the Proxy Statement/Prospectus, and the Buyer shall Parent will prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement Statement/Prospectus will be included as a prospectus, provided that the Buyer may delay the filing . Each of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Proxy Statement/Prospectus and the Registration Statement. Each of Parent and the Company will respond to any comments from the SEC, and will use all commercially reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement be declared effective under the Securities Act as promptly as practicable after such filings practicable, and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Each of Parent and the Company will cause shall furnish to each other all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with the preparation of the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC Statement/Prospectus and the Registration Statement is declared effective under in which the Securities ActProxy Statement/Prospectus will be included. Each of the Buyer Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to, the Registration Statement and/or the Proxy Statement/Prospectus. Parent shall promptly inform the Company if, at any time prior to the Registration StatementMerger Effective Time, the Proxy Statement any event or circumstance relating to Parent, any filing pursuant to Section 6.2(b) Subsidiary of Parent or for additional information and will supply the other with copies of all correspondence between such party Merger Sub, or any of its representativestheir respective officers or directors, on the one hand, and the SEC, becomes known to or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents is otherwise discovered by Parent that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus or the Registration Statement. Each party shall promptly inform the other party hereto if, at any time prior to the Merger Effective Time, any event or circumstance relating to the Company or Parent becomes known to or is otherwise discovered by such party that should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus or the Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.5 of this Agreement, no amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by the Company or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement/Prospectus or Registration Statement to the extent such amendment or supplement is required to be included therein so that the Proxy Statement/Prospectus or Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a-9 under the Exchange Act or Section 11 or Section 12 of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Convertible Notes or the shares of Parent Common Stock issuable thereunder for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement or any filing pursuant comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cause the Proxy Statement/Prospectus and the Registration Statement to Section 6.2(b), the Buyer or the Company, comply as the case may be, will promptly inform the other of to form and substance as to such occurrence and cooperate party in filing all material respects with the SEC or its staff or any other government officialsapplicable requirements of (i) the Securities Act, and/or mailing to stockholders (ii) the Exchange Act and (iii) the rules and regulations of the Company, such amendment or supplementNasdaq.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and (i) the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a proxy statement/prospectus and a form of proxy (or, to the extent a Parent Stockholders Meeting, as defined below, is required to be held, the Company and Parent shall prepare and file with the SEC under the Exchange Act a joint proxy statement/prospectus and forms of proxies) (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the stockholders of the Company and, if applicable, the stockholders of Parent, the "Proxy Statement/Prospectus") relating to the Company Stockholders Meeting and the vote of the stockholders of the Company with respect to the Merger (and, if applicable, the Parent Stockholders Meeting and the vote of the stockholders of Parent with respect to the issuance of Parent Common Stock in connection with the Merger) and (ii) following clearance by the SEC of the Proxy Statement, Parent shall prepare and file with the SEC under the Securities Act a registration statement on Form S-4 or any other form as may be appropriate (such registration statement, together with any amendments thereof or supplements thereto, the "Registration Statement") with respect to the Parent Common Stock to be issued by Parent in connection with the Merger, in which Registration Statement shall include the Proxy Statement will be included Statement/Prospectus as a prospectus, provided that . Parent and the Buyer may delay the filing of Company will cause the Registration Statement until approval of and the Proxy Statement by Statement/Prospectus to comply in all material respects with the SECSecurities Act, the Exchange Act and the rules and regulations thereunder. The Buyer Each of Parent and the Company shall use all reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement/Prospectus with the SEC) as soon after such filing promptly as practicablepracticable thereafter, and shall take any and all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each Without limiting the generality of the Buyer foregoing, each of Parent and the Company will agrees to use all reasonable efforts, after consultation with the other such party, to respond promptly to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared made by the SEC with respect to the Proxy Statement/Prospectus (including each preliminary version thereof) and the Registration Statement declared effective under (including each amendment thereof and supplement thereto). Each of Parent and the Securities Act Company shall, and shall cause its respective representatives to, fully cooperate with the other such party and its respective representatives in the preparation of the Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other 29 34 such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement/Prospectus and the Registration Statement. As promptly as practicable after such filings and the Registration Statement shall have become effective, the Company will and, if applicable, Parent shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementtheir respective stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution date of this Agreement, and in any event not later than fourteen (14) days after the Buyer date of this Agreement, Parent and the Company shall prepare and the Company shall file cause to be filed with the SEC the Proxy Statement, Statement and the Buyer Parent shall prepare and file cause to be filed with the SEC the Form S-4 Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that with respect to the Buyer issuance of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may delay reasonably request in connection with the filing preparation of the Form S-4 Registration Statement until approval and Proxy Statement. Each of the Proxy Statement by the SEC. The Buyer Parent and the Company shall use commercially reasonable efforts to cause the Form S-4 Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filings it is filed with the SEC. Each of the Parent and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at as promptly as practicable after the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Buyer and All documents that either Parent or the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 in connection with the transactions contemplated hereby will comply as to comply form and substance in all material respects with all the applicable requirements of law the Securities Act and the rules Exchange Act. Each of Parent and regulations promulgated thereunder. Whenever the Company shall also promptly file, use commercially reasonable efforts to cause to become effective as promptly as possible and, if required, mail to its stockholders any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Form S-4 Registration Statement or any filing pursuant to Section 6.2(b), Proxy Statement that becomes necessary after the Buyer or date the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementS-4 Registration Statement is declared effective.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall CC will prepare and file with the SEC SEC, with the assistance of SM, the Proxy Statement/Prospectus and the Registration Statement, in which the Proxy Statement Statement/Prospectus will be included as a prospectus. Each of SM and CC shall provide promptly to the other such information concerning its business and financial statements and affairs as, provided that in the Buyer may delay the filing reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement until approval 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 Proxy Statement by the SEC. The Buyer Statement/Prospectus and the Company shall use reasonable efforts to cause Registration Statement. CC, with the Registration Statement to become effective as soon after such filing as practicable. Each assistance of the Buyer and the Company SM, will respond to any comments of the SEC SEC, and will use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing, and the Company CC will cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of CC and SM will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act. Each of Act or any other federal, foreign or Blue Sky or related securities laws in order to consummate the Buyer Merger and the Company transactions contemplated by this Agreement. CC will notify the other SM promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, Statement or the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information Statement/Prospectus and will supply the other SM with copies of all correspondence between such party CC or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Proxy Statement, /Prospectus or the Merger or any filing pursuant to Section 6.2(b)Merger. Each of the Buyer and the Company CC will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.01 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, /Prospectus or the Registration Statement or any filing pursuant to Section 6.2(b)Statement, the Buyer or the Company, as the case may be, CC will promptly inform the other SM of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders shareholders of the CompanyCC, such amendment or supplement. Anything to the contrary contained herein notwithstanding, CC shall not include in the Proxy Statement/Prospectus or the Registration Statement any information with respect to SM or its stockholders or affiliates, the form and content of which information shall not have been approved by SM prior to such inclusion. Notwithstanding any other provision of this Agreement, nothing herein shall require SM to qualify to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process under any applicable state securities laws in connection with the issuance of CC Common Stock in the Merger.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practicable, after the execution date of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer (i) Acquiror shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of Acquiror soliciting proxies from such stockholders to obtain the Acquiror Stockholders Approval at the special meeting of Acquiror’s stockholders to be called for such purpose (the “Acquiror Stockholders’ Meeting”) and (ii) Acquiror shall prepare and file with the SEC a registration statement on Form S-4 or such other applicable form (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement Statement/Prospectus will be included as a prospectus, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval shares of Acquiror Class A Common Stock issuable in connection with the Transactions. Each of the Company, FTV Blocker and Xxxxx Xxxxxxx shall furnish all information concerning the Company, FTV Blocker or Xxxxx Xxxxxxx, as applicable, as Acquiror may reasonably request in connection with such actions and assist and cooperate with the preparation, filing and distributions of the Proxy Statement/Prospectus and Registration Statement as reasonably requested by the SECAcquiror. The Buyer Each of Acquiror and the Company shall use its commercially reasonable efforts to cause the Proxy Statement/Prospectus and Registration Statement to become effective as soon after such filing promptly as practicable. Each of the Buyer practicable and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have keep the Proxy Statement cleared by the SEC Statement/Prospectus and the Registration Statement declared effective under as long as is necessary to consummate the Securities Act as Transactions. As promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under by the Securities ActSEC, Acquiror shall use its commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. Each of The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Buyer Proxy Statement/Prospectus and Registration Statement prior to the filing thereof with the SEC and Acquiror shall give reasonable consideration to any such comments. Acquiror shall promptly notify the Company will notify the other promptly and its legal counsel upon the receipt of any comments received by Acquiror or its legal counsel from the SEC or its staff with respect to the Proxy Statement/Prospectus and Registration Statement, or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement/Prospectus or Registration Statement, and shall promptly provide the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information Company and will supply the other its legal counsel with copies of all written correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, or, if not in writing, a description of such communication. Acquiror shall give the Company and its legal counsel a reasonable opportunity to participate in preparing Acquiror’s proposed response(s) to comments received from the SEC or its staff and to promptly provide comments on any proposed response(s) thereto, and Acquiror shall give reasonable consideration to any such comments. Each of Acquiror and the Company: (A) shall use its commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement/Prospectus and Registration Statement, ; and (B) to the Proxy Statement, extent required by the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law United States securities Laws and the rules and regulations of the SEC promulgated thereunder. Whenever , shall use its commercially reasonable efforts to promptly correct any event occurs which is required to be set forth information provided by it for use in an amendment or supplement to the Proxy Statement, the /Prospectus and Registration Statement to the extent such information shall be or shall have become false or misleading in any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementmaterial respect.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer NPS and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Enzon shall prepare and file with the SEC a joint proxy statement/prospectus for use in connection with the Registration solicitation of the Requisite NPS Stockholder Approval and the Requisite Enzon Stockholder Approval (the “Proxy Statement/Prospectus”), and Holdco shall prepare and file with the SEC a registration statement on Form S-4, in which the Proxy Statement will Statement/Prospectus is to be included as a prospectus, provided that for use in connection with the Buyer registration under the Securities Act of the shares of Holdco Common Stock issuable in connection with the Mergers (the “Registration Statement”). NPS, Enzon and Holdco shall provide one another with any information which may delay be required in order to effectuate the preparation and filing of the Proxy Statement/Prospectus and the Registration Statement until approval pursuant to this Section 5.1. Each of the Proxy Statement by NPS, Enzon and Holdco shall respond to any comments from the SEC. The Buyer and the Company , shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement be declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will cause the Proxy Statement and the prospectus contained within to keep the Registration Statement effective as long as is necessary to be mailed to its stockholders at consummate the earliest practicable time after both the Proxy Statement is cleared by the SEC Mergers and the Registration Statement is declared effective under the Securities Acttransactions contemplated hereby. Each of the Buyer NPS, Enzon and the Company Holdco will notify the other others promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to to, the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and/or the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, /Prospectus or the Registration Statement Statement, NPS, Enzon or any filing pursuant to Section 6.2(b), the Buyer or the CompanyHoldco, as the case may be, will shall promptly inform the other others of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanyNPS and/or Enzon, if applicable, such amendment or supplement. Each of NPS, Enzon and Holdco shall cooperate and provide the others (and their counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Registration Statement prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Each of NPS and Enzon shall cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Holdco shall also use commercially reasonable efforts to take any action required to be taken by it under any applicable state and provincial securities laws in connection with the issuance of Holdco Common Stock in the Mergers and the conversion of NPS Options and Enzon Options into options to acquire Holdco Common Stock, and NPS shall furnish any information concerning NPS and the holders of NPS Common Stock and NPS Options as may be reasonably requested in connection with any such action.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Seller, the Company and the Company Merger Sub shall prepare and the Company shall file with the SEC the Proxy Statement, /Prospectus and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until on Form S-4 promulgated under the Securities Act (or on such other form as shall be appropriate) relating to the approval of this Agreement and the Proxy Statement transactions contemplated hereby, including the Merger, by the SEC. The Buyer stockholders of the Seller and the Company shall use all reasonable best efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of the Buyer Seller, the Company and the Merger Sub shall furnish all information concerning itself and its Affiliates, officers and directors that is required to be included in the Proxy Statement/Prospectus or, to the extent applicable, the other filings, or that is customarily included in the Proxy Statement/Prospectus or other filings prepared in connection with transactions of the type contemplated by this Agreement. Each of the Seller, the Company will and the Merger Sub shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement/Prospectus or the other filings, and will the Seller shall use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the definitive Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its the Seller’s stockholders at as promptly as reasonably practicable after the earliest practicable time after both the Proxy Statement is cleared by the SEC and date the Registration Statement is declared effective under the Securities Actbecomes effective. Each of the Buyer and the Company will party shall promptly notify the other promptly party upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Registration Proxy Statement, the Proxy Statement /Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will supply the other filings and shall provide the other party with copies of all correspondence between such party or any of it and its representatives, on the one hand, and the SEC, or SEC and its staff or any other government officialsstaff, on the other hand, with respect relating to the Registration Statement, the Proxy Statement/Prospectus or the other filings. If at any time prior to the Seller Stockholders’ Meeting, any information relating to the Seller, the Company, the Merger Sub or any filing pursuant to Section 6.2(b). Each of their respective Affiliates, officers or directors, should be discovered by the Buyer and Seller, the Company will cause all documents that it is responsible for filing with or the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs Merger Sub which is required to should be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the other filings, so that the Proxy Statement/Prospectus or the other filings shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will party which discovers such information shall promptly inform notify the other of party, and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be filed with the SEC or its staff or any other government officialsand, and/or mailing to the extent required by applicable Law, disseminated to the stockholders of the CompanySeller. Notwithstanding anything to the contrary stated above, such prior to filing or mailing the Proxy Statement/Prospectus or filing the other filings (or, in each case, any amendment or supplementsupplement thereto) or responding to any comments of the SEC with respect thereto, the party responsible for filing or mailing such document shall provide the other parties an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by the other parties.

Proxy Statement/Prospectus; Registration Statement. (a) As In connection with the solicitation of approval of the principal terms of this Agreement and the Merger by the Company's shareholders, the Company and Purchaser shall as promptly as practicable prepare and file with the Securities and Exchange Commission ("SEC") a preliminary proxy statement relating to the Merger and this Agreement and use all reasonable efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement/Prospectus (as hereinafter defined). The Company, after consultation with Purchaser, shall respond as promptly as practicable to any comments made by the execution SEC with respect to the preliminary proxy statement and shall cause a definitive proxy statement to be mailed to its shareholders at the earliest practicable date. Such definitive proxy statement shall also constitute a prospectus of this AgreementPurchaser with respect to the Purchaser Stock (as hereinafter defined) to be issued in the Merger (such proxy statement and prospectus are referred to herein as the "Proxy Statement/Prospectus"), which prospectus is to be filed with the Buyer and SEC as part of a registration statement on Form S-4 (the Company "Registration Statement") for the purpose of registering such shares of Purchaser Stock under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and as promptly as practicable file with the SEC the Registration Statement. Purchaser, in which after consultation with the Proxy Statement will be included as a prospectusCompany, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared any comments made by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and shall use all reasonable efforts to have the Proxy StatementRegistration Statement declared effective by the SEC. Purchaser shall also take any action required to be taken under applicable state securities laws in connection with the issuance of Purchaser Stock in the Merger, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause shall furnish all documents that it is responsible for filing with information concerning the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law Company and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to holders of Company Common Stock as may be set forth reasonably requested by Purchaser in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of connection with such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementaction.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer (a) each of Verigy, Holdco and the Company LTX-Credence shall prepare and the Company shall file with the SEC (as part of the Registration Statement) the Proxy Statement/Prospectus relating to the respective Shareholders’ Meetings of each of Verigy and LTX-Credence to be held to consider the approval of the Share Issuance, the Charter Amendment, and the Buyer Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof), in the case of Verigy, and approval of this Agreement, in the case of LTX-Credence, and (b) each of Verigy and Holdco shall prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement Statement/Prospectus will be included as a prospectusprospectus in connection with the registration under the Securities Act of the Issued Ordinary Shares to be issued in connection with the Transaction; provided, provided however, that Verigy shall not be required to file with the Buyer may delay SEC the Proxy Statement/Prospectus or the Registration Statement prior to the filing of its Annual Report on Form 10-K for its fiscal year ended October 31, 2010. Each of Verigy, Holdco and LTX-Credence shall provide promptly to the other such information concerning its business affairs and financial statements as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement until approval pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation and filing of the Proxy Statement by Statement/Prospectus and the Registration Statement. Each of Verigy, Holdco and LTX-Credence will respond to any comments from the SEC. The Buyer and the Company shall , will use its reasonable best efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement be declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will cause the Proxy Statement and the prospectus contained within to keep the Registration Statement effective as long as is necessary to be mailed to its stockholders at consummate the earliest practicable time after both Holdco LTX-Credence Merger or the Proxy Statement is cleared by the SEC LTD LTX-Credence Merger, as applicable, and the Registration Statement is declared effective under the Securities Acttransactions contemplated hereby. Each of the Buyer Verigy, Holdco and the Company LTX-Credence will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to to, the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and/or the Proxy Statement/Prospectus. Whenever Verigy, the Merger Holdco or any filing pursuant to Section 6.2(b). Each LTX-Credence becomes aware of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements occurrence of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, /Prospectus or the Registration Statement Statement, Verigy, Holdco or any filing pursuant to Section 6.2(b), the Buyer or the CompanyLTX-Credence, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders shareholders of the CompanyVerigy and/or LTX-Credence, such amendment or supplement. Each of Verigy, Holdco and LTX-Credence shall cooperate and, except in the case of any filing made with respect to an Acquisition Proposal or a Change of Recommendation, provide the other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Proxy Statement/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Verigy, Holdco and LTX-Credence will cause the Proxy Statement/Prospectus to be mailed to the respective LTX-Credence and Verigy shareholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company (a) DPAC shall prepare and the Company shall file with the SEC the Proxy StatementStatement relating to the approval of the Merger and this Agreement and the transactions contemplated hereby, by the shareholders of DPAC, in form and substance reasonably acceptable to QuaTech, and the Buyer (b) DPAC shall prepare and file with the SEC the Registration Statement, in Statement (which shall incorporate the Proxy Statement will be included as a prospectus), provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer in form and the Company substance reasonably acceptable to QuaTech, in each case which complies in form with applicable SEC requirements and shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of DPAC pay the Buyer SEC filing fee, and the Company will respond to any comments of the SEC printing and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and mailing expenses, for the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause Proxy Statement, and QuaTech shall pay its own mailing and delivery expenses. Each of QuaTech and DPAC shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC Statement. DPAC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company QuaTech will notify the each other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing pursuant to Section 6.2(b) or for additional information and will supply the each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger Registration Statement or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for other filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderSEC. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)other filing, the Buyer or the Company, as the case may be, will DPAC and QuaTech shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the CompanyDPAC and QuaTech, such amendment or supplement; provided, however, that prior to such filing or mailing, QuaTech and DPAC shall consult with each other with respect to such amendment or supplement and shall incorporate the other’s comments thereon.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer (i) Company and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Parent shall prepare and file with the SEC a joint proxy statement (the Registration Statement"PROXY STATEMENT") to be sent to the stockholders of Company and the stockholders of Parent in connection with the meeting of the stockholders of Company to consider the approval of the Company Stockholder Proposal (the "COMPANY STOCKHOLDERS' MEETING") and in connection with the meeting of the stockholders of Parent to consider the approval of the Parent Stockholder Proposal (the "PARENT STOCKHOLDERS' MEETING"), and (ii) Company shall prepare and file with the SEC a registration statement on Form S-4 (the "REGISTRATION STATEMENT"), in which the Proxy Statement will be included as a prospectus, provided that to register under the Buyer may delay Securities Act the filing issuance of shares of Company Common Stock in connection with the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicableMerger. Each of the Buyer Company and the Company will Parent shall respond to any comments of the SEC and will SEC, use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared or ordered effective under the Securities Act as promptly as practicable after such filings filing, and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its respective stockholders at the earliest practicable time time. As promptly as practicable after both the Proxy Statement is cleared by date hereof, Company and Parent shall prepare and file any other filings required under the SEC and the Registration Statement is declared effective under Exchange Act or the Securities Act. Each of the Buyer and the Company will party hereto shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) the Registration Statement or for additional information information, and will shall supply the other party or parties hereto with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement or the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to party hereto shall comply in all material respects with all applicable requirements of law Law applicable to such party in connection with the Proxy Statement and the rules and regulations promulgated thereunderRegistration Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, the Registration Statement Company or any filing pursuant to Section 6.2(b), the Buyer or the CompanyParent, as the case may be, will shall promptly inform the other party hereto of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanyCompany or stockholders of Parent, such amendment or supplement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and Company shall mail the Proxy Statement to their respective stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer (i) Company and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Parent shall prepare and file with the SEC a joint proxy statement (the "Proxy Statement") to be sent to the stockholders of Company and the stockholders of Parent in connection with the meeting of the stockholders of Company to consider the approval of the Company Stockholder Proposal (the "Company Stockholders' Meeting") and in connection with the meeting of the stockholders of Parent to consider the approval of the Parent Stockholder Proposal (the "Parent Stockholders' Meeting"), and (ii) Company shall prepare and file with the SEC a registration statement on Form S-4 (the "Registration Statement"), in which the Proxy Statement will be included as a prospectus, provided that to register under the Buyer may delay Securities Act the filing issuance of shares of Company Common Stock in connection with the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicableMerger. Each of the Buyer Company and the Company will Parent shall respond to any comments of the SEC and will SEC, use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared or ordered effective under the Securities Act as promptly as practicable after such filings filing, and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its respective stockholders at the earliest practicable time time. As promptly as practicable after both the Proxy Statement is cleared by date hereof, Company and Parent shall prepare and file any other filings required under the SEC and the Registration Statement is declared effective under Exchange Act or the Securities Act. Each of the Buyer and the Company will party hereto shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) the Registration Statement or for additional information information, and will shall supply the other party or parties hereto with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement or the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to party hereto shall comply in all material respects with all applicable requirements of law Law applicable to such party in connection with the Proxy Statement and the rules and regulations promulgated thereunderRegistration Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, the Registration Statement Company or any filing pursuant to Section 6.2(b), the Buyer or the CompanyParent, as the case may be, will shall promptly inform the other party hereto of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanyCompany or stockholders of Parent, such amendment or supplement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and Company shall mail the Proxy Statement to their respective stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall will prepare and the Company shall file with the SEC the Proxy Statement/Prospectus, and the Buyer shall Parent will prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement will Statement/Prospectus is to be included as a prospectus. Parent, provided that the Buyer Company and Merger Sub will provide each other with any information with respect to it which may delay be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation and filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Statement/Prospectus and the Company shall use reasonable efforts to cause the Registration Statement pursuant to become effective as soon after such filing as practicablethis Section 4.4. Each of the Buyer Parent and the Company will respond to any comments of from the SEC and SEC, will use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will cause the Proxy Statement and the prospectus contained within to keep the Registration Statement effective as long as is necessary to be mailed to its stockholders at consummate the earliest practicable time after both the Proxy Statement is cleared by the SEC Merger and the Registration Statement is declared effective under the Securities Acttransactions contemplated hereby. Each of the Buyer Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to to, the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and/or the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, /Prospectus or the Registration Statement or any filing pursuant to Section 6.2(b)Statement, the Buyer Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, Company such amendment or supplement. Each of Parent and the Company shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Proxy Statement/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. The Company will cause the Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Proxy Statement/Prospectus and the Registration Statement, as applicable, to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of the OTC Bulletin Board. Without in any way limiting or affecting the requirements of Section 4.5(b), nothing in this Agreement shall preclude either Parent or the Company from including in the Proxy Statement/Prospectus or any amendment or supplement thereto any information that it reasonably determines is required to be disclosed pursuant to applicable securities laws.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statementshall, and the Buyer Acquiror shall cause Guarantor to, prepare and file with the SEC SEC, preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and, if the parties so agree at the time, the Registration Statement. As promptly as reasonably practicable after comments are received from the SEC thereon and after the furnishing by the Company and Guarantor of all information required to be contained therein, in which the Company shall, and Acquiror shall, and shall cause Guarantor to, file with the SEC, the definitive Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of Statement/Prospectus and the Registration Statement until approval (or, if the Registration Statement has been previously filed, an amendment thereto) relating to the adoption of this Agreement by the Company's stockholders as set forth in Section 2.04(c) and the other transactions contemplated hereby, and to the payment of the Proxy Statement by Merger Consideration in the SEC. The Buyer form of Guarantor Common Shares pursuant to this Agreement, and the Company shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer effective, and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have shall mail the Proxy Statement cleared by the SEC and the Registration Statement declared effective Statement/Prospectus to its stockholders as soon thereafter as reasonably practicable. Acquiror shall also cause Guarantor to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under the Securities Act as promptly as practicable after such filings applicable state securities laws in connection with the issuance of Guarantor Common Shares in connection with the Merger, and the Company will cause shall furnish to Guarantor all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus. No filing of, or amendment or supplement to, or correspondence to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff with respect to the Proxy Statement/Prospectus will be made by the Company or Guarantor, without providing the other party a reasonable opportunity to review and comment thereon. Acquiror will advise the Company, promptly after Guarantor receives notice thereof, of the time when the Registration Statement has become effective or any other government officials supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Guarantor Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Acquiror, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement/Prospectus or its staff comments thereon and responses thereto or requests by the SEC for additional information. If at any other government officials for amendments or supplements time prior to the Registration StatementEffective Time any information relating to the Company or Acquiror, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representativestheir respective affiliates, on the one handofficers or directors, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and should be discovered by the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs Acquiror which is required to should be set forth in an amendment or supplement to the Proxy Statement, either of the Registration Statement or the Proxy Statement/Prospectus so that any filing pursuant of such documents would not include any misstatement of a material fact or omit to Section 6.2(b)state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Buyer or the Company, as the case may be, will party which discovers such information shall promptly inform notify the other of parties hereto and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC or its staff or any other government officialsand, and/or mailing to the extent required by law, disseminated to the stockholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company Seller shall prepare and the Company shall file with the SEC the Joint Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. The Buyer and the Company Seller shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company Seller will respond to any comments of the SEC and will use its respective commercially reasonable efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Joint Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Joint Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Seller will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement, the Merger or any filing pursuant to Section 6.2(b6.02(b). Each of the Buyer and the Company Seller will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.02 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b6.02(b), the Buyer or the CompanySeller, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyBuyer and/or Seller, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. None of the information regarding RMAG and SUB to be supplied by RMAG and SUB for inclusion or incorporation by reference in (ai) As promptly the registration statement on Form S-4 (as practicable after the execution of this Agreementit may be amended or supplemented from time to time, the Buyer "Registration Statement") relating to RMAG Common Stock to be issued in connection with the Merger and the Company shall prepare and shares of Common Stock to be issued upon conversion of the Company shall file RMAG Preferred Shares or (ii) the proxy statement to be distributed in connection with the SEC shareholders meeting of RMAG and SIC contemplated by Section 5.5 (as it may be amended or supplemented from time to time, the "Proxy Statement, " and the Buyer shall prepare and file together with the SEC the Registration Statement, in which the Proxy Statement will prospectus to be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to in the Registration Statement, the "Proxy Statement or any filing pursuant to Section 6.2(bStatement/Prospectus") or for additional information and will supply will, in the other with copies case of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, at the time it becomes effective and at the Effective Time, and, in the case of the Proxy Statement, at the Merger time of its mailing to shareholders of RMAG and SIC and at the time of their respective shareholders' meetings, contain any untrue statement of a material fact or omit to state any filing pursuant material fact required to Section 6.2(b). Each be stated therein or necessary in order to make the statements therein not misleading in light of the Buyer circumstances when made. If at any time prior to the Effective Time any event with respect to RMAG or SUB shall occur which is required to be described in the Proxy Statement or Registration Statement, such event shall be so described, and the Company will cause all documents that it is responsible for filing an amendment or supplement shall be promptly filed with the SEC or other regulatory authorities under this Section 6.2 and, as required by law, disseminated to the shareholders of RMAG and SIC. The Proxy Statement and the Registration Statement will (with respect to RMAG) comply as to form in all material respects with all applicable requirements the provisions of law the Securities Act and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementExchange Act.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall will prepare and the Company shall file with the SEC the Proxy Statement/Prospectus, and the Buyer shall Parent will prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement will Statement/Prospectus is to be included as a prospectus. Parent, provided that the Buyer Company and Merger Sub will provide each other with any information with respect to it which may delay be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation and filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Statement/Prospectus and the Company shall use reasonable efforts to cause the Registration Statement pursuant to become effective as soon after such filing as practicablethis Section 4.4. Each of the Buyer Parent and the Company will respond to any comments of from the SEC and SEC, will use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will cause the Proxy Statement and the prospectus contained within to keep the Registration Statement effective as long as is necessary to be mailed to its stockholders at consummate the earliest practicable time after both the Proxy Statement is cleared by the SEC Merger and the Registration Statement is declared effective under the Securities Acttransactions contemplated hereby. Each of the Buyer Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to to, the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and/or the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, /Prospectus or the Registration Statement or any filing pursuant to Section 6.2(b)Statement, the Buyer Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, Company such amendment or supplement. Each of Parent and the Company shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Proxy Statement/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. The Company will cause the Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Proxy Statement/Prospectus and the Registration Statement, as applicable, to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of the OTC Bulletin Board. Without in any way limiting or affecting the requirements of Section 4.5(b), nothing in this Agreement shall preclude either Parent or the Company from including in the Proxy Statement/Prospectus or any amendment or supplement thereto any information that it reasonably determines is required to be disclosed pursuant to applicable securities laws.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company Seller shall prepare and the Company Seller shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company Seller shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company Seller will promptly respond to any comments of the SEC and will use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company Seller will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Seller will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b6.02(b). Each of the Buyer and the Company Seller will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.02 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b6.02(b), the Buyer or the CompanySeller, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanySeller, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Alchemy and the Company Cigarette shall prepare and the Company shall file with the SEC the a preliminary Proxy StatementStatement in form and substance satisfactory to each of Cigarette and Alchemy, and the Buyer Alchemy shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing included. Each of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Alchemy and the Company Cigarette shall use its reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts SEC, to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will to cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders such company's shareholders at the earliest practicable time time. As promptly as practicable after both the Proxy Statement is cleared by date of this Agreement, Alchemy and Cigarette shall prepare and file any other filings required under the SEC Exchange Act, the Securities Act or any other federal or state securities laws relating to the Merger and the Registration Statement is declared effective transactions contemplated by this Agreement including under the Securities ActHSR Act and state takeover laws (the "Other Filings"), if applicable. Alchemy shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Alchemy Common Stock in the Merger, and Cigarette shall furnish all information concerning Cigarette and the holders of Cigarette Common Stock as may be reasonably required in connection with any such action. Each of the Buyer Alchemy and the Company Cigarette will notify the other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer Statement and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to Other Filings shall comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderlaw. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)Other Filing, the Buyer Alchemy or the CompanyCigarette, as the case may be, will shall promptly inform the other of such occurrence occurrence, provide the other party reasonable opportunity to review and comment, and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the CompanyAlchemy and shareholders of Cigarette, such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Alchemy in favor of the issuance of Alchemy Common Stock in connection with the Merger and of the Board of Directors of Cigarette in favor of the Merger and this Agreement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Company shall, and Parent shall cause Guarantor to prepare and file with the SEC, preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and, if the parties so agree at the time, the Registration Statement. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company shall prepare and Guarantor of all information required to be contained therein, the Company shall, and Parent shall cause Guarantor to, file with the SEC the definitive Proxy Statement, /Prospectus and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until (or, if the Registration Statement has been previously filed, an amendment thereto) relating to approval of the Proxy Statement this Agreement by the SEC. The Buyer Company's shareholders as set forth in Section 2.04(c), and to the Company payment of the Merger Consideration in the form of Guarantor Common Shares pursuant to this Agreement, and shall use all reasonable efforts to cause the Registration Statement to become effective effective, and the Company shall mail the Proxy Statement/Prospectus to its shareholders, as soon after such filing thereafter as practicable. Each Parent shall also cause Guarantor to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under the Buyer applicable state securities laws in connection with the issuance of Guarantor Common Shares in connection with the Merger, and the Company will respond shall furnish to any comments Guarantor all information concerning the Company and the holders of capital stock of the SEC Company as may be reasonably requested in connection with any such action and will use its respective reasonable efforts to have the preparation, filing and distribution of the Proxy Statement cleared by the SEC Statement/Prospectus. The Company shall, and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will Parent shall cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will Guarantor to, notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) other filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)other filing. Each of the Buyer and Neither Guarantor nor the Company will cause all file any amendment or supplement to, nor any correspondence to the SEC or its staff with respect to, the Proxy Statement/Prospectus, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after Guarantor receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Guarantor Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the vote of shareholders at the Company Shareholders Meeting any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either of the Registration Statement or the Proxy Statement/Prospectus so that any of such documents that it is responsible for filing 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 an appropriate amendment or supplement describing such information shall be promptly filed with the SEC or other regulatory authorities under this Section 6.2 and, to comply in all material respects with all applicable requirements the extent required by law, disseminated to the shareholders of law and the rules and regulations promulgated thereunderCompany. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Registration Statement, the Registration Statement Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b)other filing, the Buyer Company will, or the CompanyParent will cause Guarantor to, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, officials and/or mailing to stockholders shareholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay with the consent of the Company, not to be unreasonably withheld, the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials Governmental Entity and of any request by the SEC or its staff or any other government officials Governmental Entity for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for - 40 - 48 additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff SEC or any other government officialsGovernmental Entity, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities Governmental Entity under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsGovernmental Entity, and/or mailing to stockholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company (a) Hycor shall prepare and the Company shall file with the SEC the Proxy StatementStatement relating to the approval of the Merger and this Agreement and the transactions contemplated hereby, by the stockholders of Hycor, in form and substance reasonably acceptable to Stratagene, and the Buyer (b) Stratagene shall prepare and file with the SEC the Registration Statement, in Statement (which shall incorporate the Proxy Statement will be included as a prospectus), provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer in form and the Company substance reasonably acceptable to Hycor, in each case which complies in form with applicable SEC requirements and shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of Hycor shall pay the Buyer SEC filing fee, and the Company will respond to any comments of the SEC printing and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and mailing expenses, for the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause Proxy Statement. Each of Hycor and Stratagene shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC Statement. Stratagene and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Hycor will notify the each other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing pursuant to Section 6.2(b) or for additional information and will supply the each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger Registration Statement or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for other filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderSEC. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)other filing, the Buyer or the Company, as the case may be, will Stratagene and Hycor shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyStratagene and Hycor, such amendment or supplement; provided, however, that prior to such filing or mailing, Hycor and Stratagene shall consult with each other with respect to such amendment or supplement and shall incorporate the other’s comments thereon.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer Tuboscope and the Company Newpark shall prepare and the Company shall file with the SEC the Joint Proxy Statement, and the Buyer Tuboscope shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that the Buyer Tuboscope may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. The Buyer Tuboscope and the Company Newpark shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicablepractical. Each The Joint Proxy Statement, and any amendment or supplement thereto, shall include the recommendation of the Buyer Board of Directors of Newpark in favor of this Agreement and the Company will respond to any comments Merger (including a declaration that the Merger is advisable in accordance with Section 251 of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC DGCL) and the Registration Statement declared effective under recommendation of the Securities Act as promptly as practicable after such filings Board of Directors of Tuboscope in favor of this Agreement, the Merger (including a declaration that the Merger is advisable in accordance with Section 251 of the DGCL), an amendment to Tuboscope's Second Restated Certificate of Incorporation to increase the number of authorized shares of Tuboscope Common Stock from 60,000,000 to 200,000,000 and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each issuance of the Buyer and the Company will notify the other promptly upon the receipt shares of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements Tuboscope Common Stock pursuant to the Registration StatementMerger; provided that the Board of Directors of Newpark may withdraw such recommendation if (but only if) (i) the Board of Directors of Newpark has received a Superior Proposal, the Proxy Statement or any filing pursuant to Section 6.2(band (ii) or for additional information and will supply the other with copies such Board of all correspondence between such party or any Directors upon advice of its representatives, on the one handoutside legal counsel determines that it is reasonably likely that a failure to recommend such Superior Proposal would constitute a breach of its fiduciary duties under applicable law, and the SECBoard of Directors of Tuboscope may withdraw such recommendation if (but only if) (i) the Board of Directors of Tuboscope has received a Superior Proposal, or and (ii) such Board of Directors upon advice of its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents outside legal counsel determines that it is responsible for filing with the SEC or other regulatory authorities reasonably likely that a failure to recommend such Superior Proposal would constitute a breach of its fiduciary duties under applicable law. Nothing is this Section 6.2 6.02(a) shall release the obligations of Tuboscope or Newpark to comply in all material respects with all applicable requirements of law hold the Tuboscope Stockholders' Meeting and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth Newpark Stockholders' Meeting, respectively, in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to accordance with Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement6.05.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer Allscripts and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Parent shall prepare and file with the SEC Commission the Registration Statement, in which the Proxy Statement will be included as a prospectus; provided, provided however, that the Buyer Allscripts may delay the filing of the Registration Statement until approval of the Proxy Statement by the SECCommission. The Buyer Each of Allscripts and the Company Parent shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer Allscripts and the Company Parent will promptly respond to any comments of the SEC Commission and will use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC Commission and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC Commission and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Allscripts will notify the other ChannelHealth and IDX promptly upon the receipt of any comments from the SEC Commission or its staff or any other government officials and of any request by the SEC Commission or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) 8.16 or for additional information and will supply the other ChannelHealth and IDX with copies of all correspondence between such party Allscripts and Parent or any of its their respective representatives, on the one hand, and the SECCommission, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger Mergers or any filing pursuant to Section 6.2(b)8.16. Each of the Buyer and the Company Allscripts will cause all documents that it is responsible for filing with the SEC Commission or other regulatory authorities under this Section 6.2 8.18 or Section 8.16 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)8.16, the Buyer or the Company, as the case may be, Allscripts will promptly inform the other ChannelHealth and IDX of such occurrence and cooperate in filing with the SEC Commission or its staff or any other government officials, and/or mailing to stockholders of the CompanyAllscripts, such amendment or supplement. IDX shall obtain the opinion of Hale and Dorr LLP, counsel to IDX (or other counsel reasonably accexxxxle to XXX and Allscripts), concerning the federal income tax consequences of the ChannelHealth Merger to the stockholders of ChannelHealth, for inclusion in the Registration Statement. Allscripts shall obtain the opinion of Weil, Gotshal & Manges LLP, counsel to Allscripts, concerning the federal income tax xxxxequences of the Allscripts Merger to the stockholders of Allscripts, for inclusion in the Registration Statement. Such counsel may require and rely on representations made by the parties hereto in rendering such opinions.

Proxy Statement/Prospectus; Registration Statement. (a) As Parent and the Company shall use commercially reasonable efforts to prepare and file with the SEC, as promptly as practicable after the execution of this Agreement, a joint proxy statement relating to the Buyer and the Company shall prepare and the Company shall file Special Meetings to be held in connection with the SEC Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement, and the Buyer /Prospectus"). Parent shall use commercially reasonable efforts to prepare and file with the SEC SEC, as promptly as practicable after the execution of this Agreement, a registration statement on Form S-4 (together with all amendments thereto, the "Parent Registration Statement"), in which the Proxy Statement will Statement/Prospectus shall be included as a prospectus, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval issuance of shares of Parent Common Stock and warrants to purchase shares of Parent Common Stock to be issued pursuant to the Proxy Statement by the SECMerger. The Buyer Each of Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Parent Registration Statement to comply as to form in all material respects with the applicable provision of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use all reasonable efforts to have or cause the Parent Registration Statement to become effective as soon after such filing promptly as practicable, and (iii) shall take any and all action required under any applicable Federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each of the Buyer Parent and the Company will respond shall furnish to any comments the other all information concerning Parent and the Company as the other may reasonably request in connection with the preparation of the SEC and will use its respective reasonable efforts documents referred to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as herein. As promptly as practicable after such filings the Parent Registration Statement shall have become effective, each of Parent and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, shall deliver the Proxy Statement, the Merger or any filing pursuant /Prospectus to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementrespective stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As In connection with the solicitation of approval of the principal terms of this Agreement and the Merger by the Company's stockholders, the Company shall as promptly as practicable after prepare and file with the execution of Securities and Exchange Commission (the "SEC") a preliminary proxy statement relating to the Merger, this Agreement, the Buyer Agreement and the other transactions contemplated hereby, which proxy statement, in definitive form, shall also constitute a prospectus of Spinco with respect to the Spinco Common Stock to be issued in the Merger (such proxy statement and prospectus, together with all supplements and amendments thereof, are referred to herein as the "Proxy Statement/Prospectus"). The Proxy Statement/Prospectus is to be filed with the SEC as part of a registration statement on Form S-4 (the "Registration Statement") for the purpose of registering such shares of Spinco Common Stock under the Securities Act of 1933, as amended (the "Securities Act"). The Company and Spinco shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and as promptly as reasonably practicable file with the SEC the Registration Statement, in which Statement and the Proxy Statement will be Statement/Prospectus included as a prospectustherein, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use all reasonable efforts to cause obtain and furnish the Registration Statement information required to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared be included by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to in the Registration Statement, the Proxy Statement or Statement/Prospectus and any filing registration statement required to be filed pursuant to Section 6.2(b) or for additional information and will supply 11 of the other with copies of all correspondence between such party or Contribution Agreement (the "Shelf Registration Statement"). The Company shall respond as promptly as reasonably practicable to any of its representatives, on comments made by the one hand, and the SEC, or its staff or any other government officials, on the other hand, SEC with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer /Prospectus and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Shelf Registration Statement, and shall use all reasonable efforts to have the Registration Statement or any filing pursuant to Section 6.2(b), and the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with Shelf Registration Statement declared effective by the SEC or its staff or any other government officials, and/or mailing to stockholders of at the Company, such amendment or supplementearliest practicable date.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer and the Buyer shall prepare and the Buyer shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Company and the Buyer may mutually delay the filing of the Registration Proxy Statement until approval of the Proxy Registration Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders shareholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials Governmental Entity and of any request by the SEC or its staff or any other government officials Governmental Entity for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff SEC or any other government officialsGovernmental Entity, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities Governmental Entity under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsGovernmental Entity, and/or mailing to stockholders shareholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Company and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Parent shall prepare and file with the SEC a registration statement on Form S-4 (the "Registration Statement"), in which a joint proxy statement (the "Proxy Statement will Statement") to be included as a prospectus, provided that sent to the Buyer may delay Company Stockholders in connection with the filing meeting of the Registration Statement until Company Stockholders to consider the adoption of this Agreement (the "Company Stockholders' Meeting") and in connection with the meeting of the Parent Stockholders to consider the approval of the Proxy Statement by issuance of shares of Parent Common Stock in the SEC. The Buyer and Merger (the Company shall use reasonable efforts "Parent Stockholders' Meeting") will be included, to cause register under the Registration Statement to become effective as soon after such filing as practicableSecurities Act the issuance of shares of Parent Common Stock in connection with the Merger. Each of the Buyer Company and the Company will Parent shall respond to any comments of the SEC and will SEC, use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared or ordered effective under the Securities Act as promptly as practicable after such filings filing, and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its respective stockholders at the earliest practicable time time. As promptly as practicable after both the Proxy Statement is cleared by date hereof, the SEC Company and Parent shall prepare and file any other filings required under the Registration Statement is declared effective under Exchange Act or the Securities Act. Each of the Buyer and the Company will party hereto shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) the Registration Statement or for additional information information, and will shall supply the other party or parties hereto with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement or the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to party hereto shall comply in all material respects with all applicable requirements of law applicable to such party in connection with the Proxy Statement and the rules and regulations promulgated thereunderRegistration Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, the Registration Statement Company or any filing pursuant to Section 6.2(b), the Buyer or the CompanyParent, as the case may be, will shall promptly inform the other party hereto of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanyCompany Stockholders or Parent Stockholders, such amendment or supplement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Proxy Statement to their respective stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practicable, after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Signing Date (i) Tastemaker shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Tastemaker Proxy Statement/Prospectus”) to be sent to the stockholders of Tastemaker soliciting proxies from such stockholders to obtain the Tastemaker Stockholder Approval at the Tastemaker Stockholders’ Meeting and (ii) Parentco and Tastemaker shall prepare and file with the SEC a registration statement on Form S-4 or such other applicable form (as amended or supplemented from time to time, the “Registration Statement”), in which the Tastemaker Proxy Statement Statement/Prospectus will be included as a prospectus, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval shares of Parentco Common Stock issuable in connection with the Transactions. The Companies shall furnish all information concerning the Group Companies as Tastemaker or Parentco may reasonably request in connection with such actions and the preparation, filing and distribution of the Tastemaker Proxy Statement by the SECStatement/Prospectus and Registration Statement. The Buyer and the Company parties hereto each shall use their reasonable best efforts to cause the Tastemaker Proxy Statement/Prospectus and Registration Statement to become effective as soon after such filing promptly as practicablepracticable and to keep the Tastemaker Proxy Statement/Prospectus and Registration Statement effective as long as is necessary to consummate the Transactions. Each Prior to the effective date of the Buyer Registration Statement, Tastemaker and Parentco shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parentco Common Stock, in each case to be issued or issuable to the Company will respond Equityholders or Tastemaker stockholders pursuant to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as this Agreement. As promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under by the Securities ActSEC, Tastemaker shall use its reasonable commercial efforts to cause the Tastemaker Proxy Statement/Prospectus to be mailed to its stockholders. Each of The Companies and their legal counsel shall be given reasonable opportunity to review and comment on the Buyer Tastemaker Proxy Statement/Prospectus and Registration Statement prior to the Company will filing thereof with the SEC and Tastemaker and Parentco shall each give reasonable consideration to any such comments. Tastemaker and Parentco shall promptly notify the other promptly other, the Companies and their legal counsel upon the receipt of any comments received by Tastemaker or Parentco or their legal counsel from the SEC or its staff with respect to the Tastemaker Proxy Statement/Prospectus and Registration Statement, or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Tastemaker Proxy Statement/Prospectus or Registration Statement, and shall promptly provide the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information other, the Companies and will supply the other their legal counsel with copies of all written correspondence between such party Tastemaker, Parentco or any of its representativestheir respective Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, or, if not in writing, a description of such communication. Tastemaker and Parentco shall each give the other, the Companies and their legal counsel a reasonable opportunity to participate in preparing Tastemaker’s or Pxxxxxxx’s proposed response to comments received from the SEC or its staff and to promptly provide comments on any proposed response thereto, and Tastemaker and Parentco shall give reasonable consideration to any such comments. Each of Tastemaker and Parentco and each Company: (A) shall use its reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Tastemaker Proxy Statement/Prospectus and Registration Statement, ; and (B) to the Proxy Statement, extent required by the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law United States securities Laws and the rules and regulations of the SEC promulgated thereunder. Whenever , shall use its reasonable best efforts to promptly correct any event occurs which is required information provided by it for use in the Tastemaker Proxy Statement/Prospectus and Registration Statement to the extent such information shall be or shall have become false or misleading in any material respect, and Tastemaker and Parentco shall take all steps necessary to cause the Tastemaker Proxy Statement/Prospectus and Registration Statement, as supplemented or amended to correct such information, to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing filed with the SEC or its staff or any other government officialsand, and/or mailing to stockholders the extent required by the United States securities Laws and the rules and regulations of the CompanySEC promulgated thereunder, such amendment to be disseminated to Tastemaker’s or supplementParentco’s stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practicable, after the execution date of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Agreement (i) Xxxxxxxx shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Xxxxxxxx Proxy Statement/Prospectus”) to be sent to the stockholders of Xxxxxxxx soliciting proxies from such stockholders to obtain the Xxxxxxxx Stockholder Approval at the meeting of Xxxxxxxx’x stockholders (the “Xxxxxxxx Stockholders’ Meeting”) and (ii) Parentco and Xxxxxxxx shall prepare and file with the SEC a registration statement on Form S-4 or such other applicable form (as amended or supplemented from time to time, the “Registration Statement”), in which the Xxxxxxxx Proxy Statement Statement/Prospectus will be included as a prospectus, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval shares of Parentco Common Stock issuable in connection with the Transactions. The Company shall furnish all information concerning the Company, as Xxxxxxxx or Parentco may reasonably request in connection with such actions and the preparation, filing and distribution of the Xxxxxxxx Proxy Statement by the SECStatement/Prospectus and Registration Statement. The Buyer Xxxxxxxx, Parentco and the Company each shall use their reasonable best efforts to cause the Xxxxxxxx Proxy Statement/Prospectus and Registration Statement to become effective as soon after such filing promptly as practicablepracticable and to keep the Xxxxxxxx Proxy Statement/Prospectus and Registration Statement effective as long as is necessary to consummate the Transactions. Each Prior to the effective date of the Buyer Registration Statement, Xxxxxxxx and Parentco shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parentco Common Stock, in each case to be issued or issuable to the shareholders of the Company will respond pursuant to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as this Agreement. As promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under by the Securities ActSEC, Xxxxxxxx shall use its reasonable commercial efforts to cause the Xxxxxxxx Proxy Statement/Prospectus to be mailed to its stockholders. Each of The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Buyer Xxxxxxxx Proxy Statement/Prospectus and Registration Statement prior to the filing thereof with the SEC and Xxxxxxxx and Parentco shall give reasonable consideration to any such comments. Xxxxxxxx and Parentco shall promptly notify the Company will notify the other promptly and its legal counsel upon the receipt of any comments received by Xxxxxxxx or Parentco or their legal counsel from the SEC or its staff with respect to the Xxxxxxxx Proxy Statement/Prospectus and Registration Statement, or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Xxxxxxxx Proxy Statement/Prospectus or Registration Statement, and shall promptly provide the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information Company and will supply the other its legal counsel with copies of all written correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, or, if not in writing, a description of such communication. Xxxxxxxx and Parentco shall give the Company and its legal counsel a reasonable opportunity to participate in preparing Xxxxxxxx’x or Parentco’s proposed response to comments received from the SEC or its staff and to promptly provide comments on any proposed response thereto, and Xxxxxxxx and Parentco shall give reasonable consideration to any such comments. Each of Xxxxxxxx, Parentco and the Company: (A) shall use its reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Xxxxxxxx Proxy Statement/Prospectus and Registration Statement, ; and (B) to the Proxy Statement, extent required by the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law United States securities Laws and the rules and regulations of the SEC promulgated thereunder. Whenever , shall use its reasonable best efforts to promptly correct any event occurs which is required information provided by it for use in the Xxxxxxxx Proxy Statement/Prospectus and Registration Statement to the extent such information shall be or shall have become false or misleading in any material respect, and Xxxxxxxx and Parentco shall take all steps necessary to cause the Xxxxxxxx Proxy Statement/Prospectus and Registration Statement, as supplemented or amended to correct such information, to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing filed with the SEC or its staff or any other government officialsand, and/or mailing to stockholders the extent required by the United States securities Laws and the rules and regulations of the CompanySEC promulgated thereunder, such amendment to be disseminated to Xxxxxxxx’x or supplementParentco’s stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As In connection with the solicitation of approval of the principal terms of this Agreement and the Merger by the Company's shareholders, the Company and Purchaser shall as promptly as practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the Securities and Exchange Commission ("SEC") a preliminary proxy statement relating to the Merger and this Agreement and use reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement/Prospectus (as hereinafter defined). The Company, after consultation with Purchaser, shall respond as promptly as practicable to any comments made by the SEC with respect to the preliminary proxy statement and shall cause a definitive proxy statement to be mailed to its shareholders at the Buyer earliest practicable date. Such definitive proxy statement shall also constitute a prospectus of Purchaser with respect to the Purchaser Common Stock (as hereinafter defined) to be issued in the Merger (such proxy statement and prospectus are referred to herein as the "Proxy Statement/Prospectus"), which prospectus is to be filed with the SEC as part of a registration statement on Form S-4 (the "Registration Statement") for the purpose of registering the Purchaser Common Stock under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser shall as promptly as practicable prepare and file with the SEC the Registration Statement. Purchaser, in which after consultation with the Proxy Statement will be included as a prospectusCompany, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared any comments made by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and shall use reasonable best efforts to have the Proxy StatementRegistration Statement declared effective by the SEC. Purchaser shall also take any action required to be taken under applicable state securities laws in connection with the issuance of Purchaser Common Stock in the Merger, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause shall furnish all documents that it is responsible for filing with information concerning the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law Company and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to holders of Company Common Stock (as hereinafter defined) as may be set forth reasonably requested by Purchaser in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of connection with such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementaction.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly -------------------------------------------------- as practicable after the execution of this Agreement, Target and Acquiror shall prepare, and file with the Buyer SEC, prelimi nary proxy materials relating to the approval of the Merger and the Company shall prepare transactions contemplated hereby by the stockholders of Target and the Company stockholders of Acquiror and, as promptly as practicable following receipt of SEC comments thereon, Acquiror shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer on Form S-4 (or such other or successor form as shall be appropriate), which complies in form with applicable SEC requirements and the Company shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of ; provided, however, that Acquiror shall have no obligation to agree to account for the Buyer and the Company will respond Merger as a "purchase" in order to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Actbecome effective. Each of the Buyer Acquiror and the Company Target will notify the other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger Statement or any filing pursuant to Section 6.2(b)other filing. Each of the Buyer The Registration Statement and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to filings shall comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderlaw. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)other filing, the Buyer Acquiror or the CompanyTarget, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyAcquiror, such amendment or supplement. Subject to the provisions of Section 4.3, the Proxy Statement shall include the recommendation of the Board of Directors of Target in favor of the Merger; provided that such recommendation may not be included or may be withdrawn if previously included if Target's Board of Directors believes in good faith that a Superior Proposal has been made or, upon written advice of its outside legal counsel, shall determine that to include such recommenda tion or not withdraw such recommendation if previously included would constitute a breach of the Board's fiduciary duty under applicable law. The Proxy Statement shall include the recommendation of the Board of Directors of Acquiror in favor of the Merger; provided that such recommendation may not be included or may be withdrawn if previously included if Acquiror's Board of Directors determines in good faith, upon written advice of its outside legal counsel, that such Board's fiduciary duties under applicable law require it to do so.

Proxy Statement/Prospectus; Registration Statement. (a) As Parent and the Company shall use commercially reasonable efforts to prepare and file with the SEC, as promptly as practicable after the execution of this Agreement, a joint proxy statement relating to the Buyer and the Company shall prepare and the Company shall file Special Meetings to be held in connection with the SEC Transactions (together with any amendments thereof or supplements thereto, the “Proxy Statement, and the Buyer /Prospectus”). Parent shall use commercially reasonable efforts to prepare and file with the SEC SEC, as promptly as practicable after the execution of this Agreement, a registration statement on Form S-4 (together with all amendments thereto, the “Parent Registration Statement”), in which the Proxy Statement will Statement/Prospectus shall be included as a prospectus, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval issuance of shares of Parent Common Stock and warrants to purchase shares of Parent Common Stock to be issued pursuant to the Proxy Statement by the SECMerger. The Buyer Each of Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Parent Registration Statement to comply as to form in all material respects with the applicable provision of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use all reasonable efforts to have or cause the Parent Registration Statement to become effective as soon after such filing promptly as practicable, and (iii) shall take any and all action required under any applicable Federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each of the Buyer Parent and the Company will respond shall furnish to any comments the other all information concerning Parent and the Company as the other may reasonably request in connection with the preparation of the SEC and will use its respective reasonable efforts documents referred to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as herein. As promptly as practicable after such filings the Parent Registration Statement shall have become effective, each of Parent and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, shall deliver the Proxy Statement, the Merger or any filing pursuant /Prospectus to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementrespective stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practicable, after the execution date of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer (i) NAC shall prepare and file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of NAC soliciting proxies from such stockholders to obtain the NAC Stockholders Approval at the meeting of NAC’s stockholders (the “NAC’s Stockholder Meeting”) and (ii) ParentCo and NAC shall prepare and file with the SEC a registration statement on Form S-4 or such other applicable form (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement Statement/Prospectus will be included as a prospectus, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval ParentCo Common Shares issuable in connection with the Transaction. The Company and Blocker shall each furnish all information concerning the Company and Blocker, as applicable, as NAC may reasonably request in connection with such actions and the preparation, filing and distributions of the Proxy Statement by the SECStatement/Prospectus and Registration Statement. The Buyer NAC and the Company each shall use their reasonable best efforts to cause the Proxy Statement/Prospectus and Registration Statement to become effective as soon after such filing promptly as practicablepracticable and to keep the Proxy Statement/Prospectus and Registration Statement effective as long as is necessary to consummate the Transactions. Each Prior to the effective date of the Buyer Registration Statement, NAC shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of ParentCo Common Shares, in each case to be issued or issuable to the Blocker Holder and the Company will respond Unitholders pursuant to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as this Agreement. As promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under by the Securities ActSEC, NAC shall use its reasonable commercial efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders. Each of The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Buyer Proxy Statement/Prospectus and Registration Statement prior to the filing thereof with the SEC and NAC shall give reasonable consideration to any such comments. NAC shall promptly notify the Company will notify the other promptly and its legal counsel upon the receipt of any comments received by NAC or its legal counsel from the SEC or its staff with respect to the Proxy Statement/Prospectus and Registration Statement, or any other government officials and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement/Prospectus or Registration Statement, and shall promptly provide the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information Company and will supply the other its legal counsel with copies of all written correspondence between such party or any of the Company and its representativesRepresentatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, or, if not in writing, a description of such communication. NAC shall give the Company and its legal counsel a reasonable opportunity to participate in preparing NAC’s proposed response to comments received from the SEC or its staff and to promptly provide comments on any proposed response thereto, and NAC shall give reasonable consideration to any such comments. Each of NAC, the Company and Blocker: (A) shall use its reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement/Prospectus and Registration Statement, ; and (B) to the Proxy Statement, extent required by the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law United States securities Laws and the rules and regulations of the SEC promulgated thereunder. Whenever , shall use its reasonable best efforts to promptly correct any event occurs which is required to be set forth information provided by it for use in an amendment or supplement to the Proxy Statement, the /Prospectus and Registration Statement to the extent such information shall be or shall have become false or misleading in any filing pursuant material respect, and NAC shall take all steps necessary to Section 6.2(b), cause the Buyer or the CompanyProxy Statement/Prospectus and Registration Statement, as the case may besupplemented or amended to correct such information, will promptly inform the other of such occurrence and cooperate in filing to be filed with the SEC or its staff or any other government officialsand, and/or mailing to stockholders the extent required by the United States securities Laws and the rules and regulations of the CompanySEC promulgated thereunder, such amendment or supplementto be disseminated to NAC’s stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Alchemy and the Company Cigarette shall prepare and the Company shall file with the SEC the a preliminary Proxy StatementStatement in form and substance satisfactory to each of Cigarette and Alchemy, and the Buyer Alchemy shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing included. Each of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Alchemy and the Company Cigarette shall use its reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts SEC, to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will to cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders Alchemy and Cigarette's shareholders at the earliest practicable time time. As promptly as practicable after both the Proxy Statement is cleared by date of this Agreement, Alchemy and Cigarette shall prepare and file any other filings required under the SEC Exchange Act, the Securities Act or any other federal or state securities laws relating to the Merger and the Registration Statement transactions contemplated by this Agreement including under state takeover laws (the "Other Filings"). Alchemy shall also take any action (other than qualifying to do business in any jurisdiction in which it is declared effective not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Securities Actissuance of Alchemy Common Stock in the Merger, and Cigarette shall furnish all information concerning Cigarette and the holders of Cigarette Common Stock as may be reasonably required in connection with any such action. Each of the Buyer Alchemy and the Company Cigarette will notify the other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer Statement and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to Other Filings shall comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderlaw. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)Other Filing, the Buyer Alchemy or the CompanyCigarette, as the case may be, will shall promptly inform the other of such occurrence occurrence, provide the other party reasonable opportunity to review and comment, and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the CompanyAlchemy and shareholders of Cigarette, such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Alchemy in favor of the issuance of Alchemy Common Stock in connection with the Merger and of the Board of Directors of Cigarette in favor of the Merger and this Agreement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this AgreementAgreement and contingent upon receipt from Merger Partner of the information required by the following sentence, the Buyer and the Company shall prepare and the Company shall file Public Company, with the SEC the Proxy Statementcooperation of Merger Partner, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement Statement/Prospectus will be included included. Merger Partner shall (i) provide to Public Company as a prospectuspromptly as practical (and in any event by January 22, provided that 2023) all information, including financial statements of Merger Partner and its Subsidiaries for the Buyer fiscal years 2021 and 2020 and for the interim period ended September 30, 2022 and 2021 and descriptions of its business and financial condition, as Public Company may delay reasonably request for preparation of the Registration Statement and the Proxy Statement/Prospectus and (ii) cause the timely cooperation of its independent public accountants in connection with the preparation and filing of the Registration Statement until approval and the Proxy Statement/Prospectus, including by causing such accountants to provide a consent to the inclusion of such accountant’s reports in respect of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause audited financial statements of Xxxxxx Partner in the Registration Statement and/or in the Proxy Statement/Prospectus (as applicable) and to become effective the reference to such accountant firm as soon after such filing as practicablean “expert” therein. Each of Blocker shall provide to Public Company as promptly as practical (and in any event by January 22, 2023) all information about itself as Public Company may reasonably request and which is required to be included in the Buyer Registration Statement and the Proxy Statement/Prospectus. Public Company will shall respond to any comments of the SEC and will shall use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing, and the Public Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Public Company will shall notify the other Merger Partner promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will shall promptly supply the other Merger Partner with copies of all correspondence between such party Public Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b5.7(b). Each of the Buyer and the Public Company will shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 5.7 to comply in all material respects with all applicable requirements of law Law and the rules and regulations promulgated thereunder. Whenever either Public Company or Merger Partner shall become aware of the occurrence of any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Public Company or the CompanyMerger Partner, as the case may be, will shall promptly inform the other others of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the Public Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall prepare and file the Company registration statement on Form F-4 (or such successor form as shall file then be appropriate) to be filed with the SEC by Parent in connection with the Share Issuance (including any amendments or supplements thereto, the “Form F-4”) and the proxy statement/prospectus to be used in connection with the Company Special Meeting (the “Proxy Statement/Prospectus”), and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company Parent shall use its commercially reasonable efforts to cause the Registration Statement Depositary to become effective prepare and file the registration statement on Form F-6 (or such successor form as soon shall then be appropriate) to be filed with the SEC by the Depositary in connection with the Parent ADSs (the “Form F-6”). Parent shall provide the Company and its counsel with any comments it may receive from the SEC or its staff with respect to the Form F-4 and Form F-6 promptly after receipt of such filing as practicable. Each of the Buyer comments, and the parties shall reasonably cooperate to prepare appropriate responses to the SEC to such comments and make such modifications to the Form F-4 and Form F-6 as shall be reasonably appropriate. The Company will respond to shall provide the Parent and its counsel with any comments of it may receive from the SEC or its staff with respect to the Proxy Statement/Prospectus as promptly as practicable after receipt of such comments, and will the parties shall reasonably cooperate to prepare appropriate responses to the SEC to such comments and make such modifications to the Proxy Statement/Prospectus as shall be reasonably appropriate. Parent shall use its respective all commercially reasonable efforts to have the Proxy Statement cleared by the SEC Form F-4 and the Registration Statement Form F-6 declared effective under the Securities Act as promptly as practicable after such filings and to keep the Form F-4 and Form F-6 effective as long as is necessary to consummate the Merger. Each of the Company will cause and Parent shall supply such information specifically for inclusion or incorporation by reference in (i) the Form F-4 and Form F-6 necessary so that, at the time the Form F-4 and Form F-6 are filed with the SEC, at any time the Form F-4 and Form F-6 are amended or supplemented or at the time(s) the Form F-4 and Form F-6 become effective under the Securities Act, the Form F-4 and Form F-6 shall not contain any untrue, incorrect or incomplete 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, and (ii) the Proxy Statement Statement/Prospectus, and each amendment or supplement thereto, will not, when first mailed to the prospectus contained within Company’s stockholders and at the Registration Statement time of the Company Special Meeting, contain any untrue, incorrect or incomplete statement of a material fact or omit to state any material fact required to be mailed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If required by applicable Laws, the Company shall use its commercially reasonable efforts to mail the Proxy Statement/Prospectus to its stockholders at as promptly as practicable, and in any event within ten Business Days, after the earliest practicable time after both the Proxy Statement is cleared by the SEC Form F-4 and the Registration Statement is Form F-6 are declared effective under the Securities ActAct and, if necessary, after the Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. No amendment or supplement to the Form F-4 or Form F-6 or Proxy Statement/Prospectus will be made by Parent or the Company without the approval of the other party, which will not be unreasonably withheld, conditioned or delayed. Each party will advise the other party promptly, after it receives notice thereof, of the Buyer time when the Form F-4 and Form F-6 are declared effective or any supplement or amendment thereto has been filed, of the Company will notify the other promptly upon the receipt issuance of any comments from stop order, of the SEC suspension or its staff qualification of Parent ADSs issued in connection with the Merger for offering or sale in any other government officials and jurisdiction, or of any request by the SEC for amendment of the Proxy Statement/Prospectus or its staff comments thereon and responses thereto or requests by the SEC for additional information. If, at any other government officials for amendments or supplements time prior to the Registration StatementEffective Time, the Proxy Statement Company or Parent discovers any filing pursuant information relating to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party party, or any of its representativessuch party’s affiliates, on the one handofficers or directors, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to should be set forth in an amendment to either the Form F-4, Form F-6 or supplement to the Proxy Statement/Prospectus so that such document would not contain any misstatement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will party that discovers that information shall promptly inform notify the other of party and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC and, to the extent required by law or its staff or any other government officialsregulation, and/or mailing disseminated to the stockholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As -------------------------------------------------- promptly as practicable after the execution of this Agreement, (a) Autoweb and Autobytel shall prepare the Buyer Proxy Statement relating to the approval of the Merger and the Company transactions contemplated hereby by the stockholders of Autoweb and Autobytel and (b) Autoweb and Autobytel shall prepare file such Proxy Statement and the Company Autobytel shall file with the SEC the Proxy Statement, and the Buyer a Registration Statement on Form S-4 (or such other or successor form as shall prepare and file with the SEC the Registration Statement, in which be appropriate) incorporating the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer in each case which complies in form with applicable SEC requirements and the Company shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of the Buyer Autoweb and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Autobytel will notify the each other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing pursuant to Section 6.2(b) or for additional information and will supply the each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the -40- Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC Statement or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderfiling. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)other filing, the Buyer or the Company, as the case may be, will Autoweb and Autobytel shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyAutoweb and Autobytel, such amendment or supplement. It is understood and agreed that both Paul, Hastings, Xxxxxxxx & Xxxxxx LLP and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, shall issue to their respective clients substantially identical opinions to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code and related matters for description, and inclusion as Exhibits, in the S-4 Registration Statement and for description in the Proxy Statements. The parties to this Agreement agree to make reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company Seller shall prepare and the Company shall file with the SEC the Joint Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. The Buyer and the Company Seller shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company Seller will respond to any comments of the SEC and will use its respective commercially reasonable efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Joint Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Seller will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement.A-21

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Seller and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Proxy Statement, in which /Prospectus and registration statement on Form S-4 promulgated under the Proxy Statement will Securities Act (or on such other form as shall be included as a prospectus, provided that appropriate) relating to the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement Merger by the SEC. The Buyer shareholders of Seller and the Company shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each The Proxy Statement/Prospectus shall include the recommendation of the Buyer and the Company will respond to any comments Board of Directors of Seller in favor of the SEC and will use its respective reasonable efforts to have Merger; provided, however, that in connection with the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each Seller’s Board of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements Directors’ recommendation to the Registration Statement, the Proxy Statement or any filing pursuant to Seller’s Shareholders in favor of a Superior Competing Transaction (as defined in Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b4.4), the Buyer or the CompanyBoard of Directors of Seller may, at any time prior to such time as the case may be, will promptly inform shareholders of Seller shall have adopted and approved this Agreement and the other of such occurrence and cooperate Merger in filing accordance with the SEC GBCLM, withdraw, modify or change any such recommendation to the extent Board of Directors of Seller determines in good faith, after consultation with and based upon the advice of independent legal counsel, that the failure to so withdraw, modify or change its staff recommendation would cause the Board of Directors of Seller to breach its fiduciary duties to Seller’s shareholders under applicable Law. Any withdrawal, modification or any other government officials, and/or mailing to stockholders change of the Companyrecommendation in favor of the Merger pursuant to this Section 6.1 shall be deemed by the parties not to change the approval of the Board of Directors of Seller for purposes of causing any business combination, control share acquisition, fair price or other anti-takeover law or regulation (including, without limitation, Sections 351.407 and 351.459 of the GBCLM) to be inapplicable to the Merger and any such amendment withdrawal, modification or supplementchange shall not affect the Seller’s obligations in the first sentence of this Section 6.1.

Proxy Statement/Prospectus; Registration Statement. (a) As In connection with the solicitation of approval of the principal terms of this Agreement and the Merger by the Company's shareholders, the Company and Acquisition shall as promptly as practicable after prepare and file with the execution of Securities and Exchange Commission (the "SEC") a preliminary proxy statement relating to the Merger, this Agreement, the Buyer Agreement and the other transactions contemplated hereby and use all reasonable efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement/Prospectus. The Company, after consultation with GSCP, shall respond as promptly as reasonably practicable to any comments made by the SEC with respect to the preliminary proxy statement and shall cause a definitive proxy statement to be filed with the SEC and mailed to its shareholders at the earliest reasonably practicable date. Such definitive proxy statement shall, if required, also constitute a prospectus of the Surviving Corporation with respect to the Surviving Corporation Common Stock (as hereinafter defined) to be issued in the Merger (such proxy statement and/or prospectus are referred to herein as the "Proxy Statement/Prospectus"), which prospectus is to be filed with the SEC as part of a registration statement on Form S-4 (the "Registration Statement"), if required, for the purpose of registering such shares of Common Stock under the Securities Act of 1933, as amended (the "Securities Act"). The Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and as promptly as reasonably practicable file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company Company, after consultation with GSCP, shall use reasonable efforts to cause the Registration Statement to become effective respond as soon after such filing promptly as practicable. Each of the Buyer and the Company will respond reasonably practicable to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared made by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and shall use all reasonable efforts to have the Proxy Statement, Registration Statement declared effective by the Merger or SEC. The Company shall also take any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is action required to be set forth taken under applicable state securities laws in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing connection with the SEC or its staff or any other government officialsissuance of Surviving Corporation Common Stock in the Merger, and/or mailing to stockholders of and GSCP and Acquisition shall furnish all information concerning GSCP and Acquisition as may be reasonably requested by the Company, Company in connection with such amendment or supplementaction and the filings.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Maxim and the Company shall EpiCept will prepare and the Company shall file with the SEC the Proxy Statement/Prospectus, and the Buyer shall EpiCept will prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement will Statement/Prospectus is to be included as a prospectus. Maxim, provided that EpiCept and Merger Sub will provide each other with any information with respect to it which may be required or appropriate for inclusion in the Buyer may delay Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation and filing of the Proxy Statement/Prospectus and the Registration Statement until approval pursuant to this Section 5.1. Each of the Proxy Statement by Maxim and EpiCept will respond to any comments from the SEC. The Buyer and the Company shall , will use reasonable its best efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement be declared effective under the Securities Act as promptly as practicable after such filings filing and the Company will cause the Proxy Statement and the prospectus contained within to keep the Registration Statement effective as long as is necessary to be mailed to its stockholders at consummate the earliest practicable time after both the Proxy Statement is cleared by the SEC Merger and the Registration Statement is declared effective under the Securities Acttransactions contemplated hereby. Each of the Buyer Maxim and the Company EpiCept will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to to, the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and/or the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, /Prospectus or the Registration Statement Statement, Maxim or any filing pursuant to Section 6.2(b), the Buyer or the CompanyEpiCept, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanyMaxim and/or EpiCept, such amendment or supplement. Each of Maxim and EpiCept shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Proxy Statement/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Maxim will cause the Proxy Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Proxy Statement/Prospectus and the Registration Statement, as applicable, to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq. Without in any way limiting or affecting the requirements of Section 5.2(b) hereof, nothing in this Agreement shall preclude either Maxim or EpiCept from including in the Proxy Statement/Prospectus or any amendment or supplement thereto any information that it reasonably determines is required to be disclosed pursuant to applicable securities laws.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, the Buyer Company shall, and Acquiror shall cause Guarantor to prepare and file with the SEC, preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and, if the parties so agree at the time, the Registration Statement. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company shall prepare and Guarantor of all information required to be contained therein, the Company shall, and Acquiror shall cause Guarantor to, file with the SEC the definitive Proxy Statement, /Prospectus and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until (or, if the Registration Statement has been previously filed, an amendment thereto) relating to approval of the Proxy Statement principal terms of this Agreement by the SEC. The Buyer Company's shareholders, and to the Company delivery of the Guarantor Common Shares to the Company's shareholders pursuant to this Agreement, and shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer effective, and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have shall mail the Proxy Statement cleared by the SEC and the Registration Statement declared effective Statement/Prospectus to its shareholders, as soon thereafter as reasonably practicable. Acquiror shall also cause Guarantor to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under the Securities Act as promptly as practicable after such filings applicable state securities laws in connection with the delivery of Guarantor Common Shares to the Company's shareholders in connection with the Merger, and the Company will cause shall furnish to Guarantor all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement Statement/Prospectus. The Company shall, and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will Acquiror shall cause Guarantor to, (i) notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) other filings or for additional information and will (ii) supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)other filing. Each of the Buyer and Neither Guarantor nor the Company will cause all file any amendment or supplement to, or any correspondence to the SEC or its staff with respect to, the Registration Statement or the Proxy Statement/Prospectus, without providing the other party a reasonable opportunity to review and comment thereon. Acquiror will advise the Company, promptly after Guarantor receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Guarantor Common Shares to be delivered in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Acquiror, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the vote of shareholders at the Company Shareholders Meeting any information relating to the Company or Acquiror, or any of their respective affiliates, officers or directors, should be discovered by the Company or Acquiror which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus so that any of such documents that it is responsible for filing 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 party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC or other regulatory authorities under this Section 6.2 and, to comply in all material respects with all applicable requirements the extent required by law, disseminated to the shareholders of law and the rules and regulations promulgated thereunderCompany. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Registration Statement, the Registration Statement Proxy Statement/Prospectus or any filing pursuant to Section 6.2(b)other filing, the Buyer Company will, or the CompanyAcquiror will cause Guarantor to, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, officials and/or mailing to stockholders shareholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this AgreementAgreement and contingent upon receipt from Merger Partner of the information required by the following sentence, the Buyer and the Company shall prepare and the Company shall file Public Company, with the SEC the Proxy Statementcooperation of Merger Partner, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement Statement/Prospectus will be included as a prospectus. Merger Partner, provided that Merger Sub and Public Company shall (i) provide to the Buyer other parties as promptly as practical all information, including financial statements and descriptions of its business and financial condition, as Public Company as such other parties may delay reasonably request for preparation of the Registration Statement and the Proxy Statement/Prospectus and (ii) cause the timely cooperation of its independent public accountants in connection with the preparation and filing of the Registration Statement until approval and the Proxy Statement/Prospectus, including by causing such accountants to provide a consent to the inclusion of such accountant’s reports in respect of the Proxy Statement by financial statements of the SEC. The Buyer and the Company shall use reasonable efforts to cause applicable party in the Registration Statement and/or in the Proxy Statement/Prospectus (as applicable) and to become effective the reference to such accountant firm as soon after such filing as practicablean “expert” therein. Each of the Buyer and the Public Company will shall respond to any comments of the SEC and will shall use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing, and the Public Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Public Company will shall notify the other Merger Partner promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will shall supply the other Merger Partner with copies of all correspondence between such party Public Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Public Company will shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law Law and the rules and regulations promulgated thereunder. Whenever either Public Company or Merger Partner shall become aware of the occurrence of any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Public Company or the CompanyMerger Partner, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanyPublic Company and Merger Partner, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company Seller shall prepare and the Company Seller shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company Seller shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company Seller will promptly respond to any comments of the SEC and will use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company Seller will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Seller will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration 27 Statement, the Proxy Statement or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b6.02(b). Each of the Buyer and the Company Seller will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.02 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b6.02(b), the Buyer or the CompanySeller, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanySeller, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company Seller shall prepare and the Company shall file with the SEC the Joint Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. The Buyer and the Company Seller shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company Seller will respond to any comments of the SEC and will use its respective commercially reasonable efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Joint Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Joint Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Seller will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement, the Merger or any filing pursuant to Section 6.2(b6.02(b). Each of the Buyer and the Company Seller will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.02 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an -44- 41 amendment or supplement to the Joint Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b6.02(b), the Buyer or the CompanySeller, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyBuyer and/or Seller, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution date of this Agreement, the Buyer PARENT and the Company TARGET shall prepare and the Company shall file with the SEC the Proxy Statement, Statement and the Buyer other proxy materials related thereto and PARENT shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of . TARGET and PARENT shall cause the Registration Statement until approval of and the Proxy Statement by to comply in all material respects with the SEC. The Buyer Securities Act, the Exchange Act and the Company rules and regulations thereunder. Each of TARGET and PARENT shall use reasonable efforts to have or cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have (including clearing the Proxy Statement cleared by with the SEC and the Registration Statement declared effective under the Securities Act SEC) as promptly as practicable after such filings filing, and shall take all actions required under any applicable federal or state securities laws (other than, in the case of PARENT, qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) in connection with the issuance of shares of PARENT Common Stock pursuant to the Merger. Without limiting the generality of the foregoing, each of TARGET and PARENT agrees to use all reasonable efforts, after consulting with the other party, to respond promptly to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Company will Registration Statement (including each amendment and supplement thereto). Each of TARGET and PARENT shall, and shall cause its respective representatives to, fully cooperate with the other party and its respective representatives in the preparation of the Proxy Statement and the prospectus contained within Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation, filing, and distribution of the Proxy Statement and the Registration Statement. Subject to Section 4.03(c), the Proxy Statement --------------- shall include the determination and recommendation of the Board of Directors of TARGET that its respective stockholders vote in favor of the approval and adoption of this Agreement and the Merger. As promptly as practicable after the Registration Statement shall have become effective, TARGET shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC respective stockholders. Thereafter, TARGET and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will PARENT shall each notify the other as promptly as practicable upon the receipt becoming aware of any comments from the SEC event or its staff circumstance which should be described in an amendment of, or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statementa supplement to, the Proxy Statement or the Registration Statement, and TARGET and PARENT shall each notify the other as promptly as practicable after the receipt by it of any filing pursuant to Section 6.2(b) written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Proxy Statement or the Registration Statement or requests for additional information information, and will shall promptly supply the other with copies of all correspondence between such party it or any of its representatives, on the one hand, representatives and the SEC, or its staff or any other government officials, on the other hand, SEC with respect to any of the foregoing filings. No filing of, or amendment or supplement to, the Registration StatementStatement will be made by PARENT, or the Proxy StatementStatement by TARGET, without providing the Merger other party the opportunity to review and comment thereon. If at any time prior to the Effective Time any information relation to TARGET or PARENT, or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC their respective affiliates, officers or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs directors, should be discovered by TARGET or PARENT which is required to should be set forth in an amendment or supplement to any of the Registration Statement 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 Registration Statement or any filing pursuant to Section 6.2(b)statements therein, in light of the circumstances under which they were made, not misleading, the Buyer or the Company, as the case may be, will party which discovers such information shall promptly inform notify the other of parties hereto and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC or its staff or any other government officialsand, and/or mailing to the extent required by law, disseminated to the stockholders of the Company, such amendment or supplementTARGET.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective all reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file Public Company, with the SEC the Proxy Statementcooperation of Merger Partner, and the Buyer shall prepare and file with the SEC and applicable securities or reporting authorities in Canada the Registration Statement, in which the Proxy Statement Statement/Prospectus will be included as a prospectus. Merger Partner, provided that Merger Sub and Public Company shall (i) provide to the Buyer other parties as promptly as practical all information, including financial statements and descriptions of its business and financial condition, as Public Company as such other parties may delay reasonably request for preparation of the Registration Statement and the Proxy Statement/Prospectus and (ii) use reasonable best efforts to cause the timely cooperation of its independent public accountants in connection with the preparation and filing of the Registration Statement until approval and the Proxy Statement/Prospectus, including by causing such accountants to provide a consent to the inclusion of such accountant’s reports in respect of the Proxy Statement by financial statements of the SEC. The Buyer and the Company shall use reasonable efforts to cause applicable party in the Registration Statement and/or in the Proxy Statement/Prospectus (as applicable) and to become effective the reference to such accountant firm as soon after such filing as practicablean “expert” therein. Each of the Buyer and the Public Company will shall respond to any comments of the SEC and will shall use its respective commercially reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing, and the Public Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders Shareholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Public Company will shall notify the other Merger Partner promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will shall supply the other Merger Partner with copies of all correspondence between such party Public Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b6.02(b). Each of the Buyer and the Public Company will shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.02 to comply in all material respects with all applicable requirements of law Law and the rules and regulations promulgated thereunder. Whenever either Public Company or Merger Partner shall become aware of the occurrence of any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b6.02(b), the Buyer Public Company or the CompanyMerger Partner, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders Shareholders of the CompanyPublic Company and Merger Partner, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer Varco and the Company Tuboscope shall prepare and the Company shall file with the SEC the Joint Proxy Statement, and the Buyer Tuboscope shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that the Buyer Tuboscope may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. The Buyer Varco and the Company Tuboscope shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicablepractical. Each The Joint Proxy Statement, and any amendment or supplement thereto, shall include (i) the recommendation of the Buyer board of directors of Tuboscope in favor of this Agreement, the Merger (including a declaration that the Merger is advisable in accordance with Section 251 of the DGCL), an amendment to Tuboscope's Second Restated Certificate of Incorporation to increase the number of authorized shares of Tuboscope Common Stock from 60,000,000 to 200,000,000 and (ii) the recommendation of the board of directors of Varco in favor of this Agreement and the Company will respond Merger; provided that the board of directors of Tuboscope may withdraw such recommendation if (but only if) (i) the board of directors of Tuboscope has received a Superior Proposal, and (ii) such board of directors after consultation with its outside legal counsel determines that it is reasonably likely that a failure to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after recommend such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any Superior Proposal would constitute a breach of its representatives, on the one handfiduciary duties under applicable law, and the SECboard of directors of Varco may withdraw such recommendation if (but only if) (i) the board of directors of Varco has received a Superior Proposal, or and (ii) such board of directors after consultation with its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents outside legal counsel determines that it is responsible for filing with the SEC or other regulatory authorities reasonably likely that a failure to recommend such Superior Proposal would constitute a breach of its fiduciary duties under applicable law. Nothing is this Section 6.2 6.02(a) shall release the obligations of Varco or Tuboscope to comply in all material respects with all applicable requirements of law hold the Varco Shareholders' Meeting and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth Tuboscope Stockholders' Meeting, respectively, in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to accordance with Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement6.05.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer Allscripts and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer Parent shall prepare and file with the SEC Commission the Registration Statement, in which the Proxy Statement will be included as a prospectus; provided, provided however, that the Buyer Allscripts may delay the filing of the Registration Statement until approval of the Proxy Statement by the SECCommission. The Buyer Each of Allscripts and the Company Parent shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer Allscripts and the Company Parent will promptly respond to any comments of the SEC Commission and will use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC Commission and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC Commission and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Allscripts will notify the other ChannelHealth and IDX promptly upon the receipt of any comments from the SEC Commission or its staff or any other government officials and of any request by the SEC Commission or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) 8.16 or for additional information and will supply the other ChannelHealth and IDX with copies of all correspondence between such party Allscripts and Parent or any of its their respective representatives, on the one hand, and the SECCommission, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger Mergers or any filing pursuant to Section 6.2(b)8.16. Each of the Buyer and the Company Allscripts will cause all documents that it is responsible for filing with the SEC Commission or other regulatory authorities under this Section 6.2 8.18 or Section 8.16 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)8.16, the Buyer or the Company, as the case may be, Allscripts will promptly inform the other ChannelHealth and IDX of such occurrence and cooperate in filing with the SEC Commission or its staff or any other government officials, and/or mailing to stockholders of the CompanyAllscripts, such amendment or supplement. IDX shall obtain the opinion of Hale and Dorr LLP, counsel to IDX (or other counsel reasonably acceptxxxx to IXX xnd Allscripts), concerning the federal income tax consequences of the ChannelHealth Merger to the stockholders of ChannelHealth, for inclusion in the Registration Statement. Allscripts shall obtain the opinion of Weil, Gotshal & Manges LLP, counsel to Allscripts, concerning the federal income tax xxxxxxuences of the Allscripts Merger to the stockholders of Allscripts, for inclusion in the Registration Statement. Such counsel may require and rely on representations made by the parties hereto in rendering such opinions.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, the Buyer Silknet and the Company shall prepare Kana will prepare, and the Company shall file with the SEC SEC, the Joint Proxy Statement/Prospectus, and the Buyer shall Kana will prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of Kana and Silknet shall provide promptly to the Buyer 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 Joint Proxy Statement/Prospectus and the Company Registration 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 Joint Proxy Statement/Prospectus and the Registration Statement. Each of Silknet and Kana will respond to any comments of the SEC SEC, and will use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing, and the Company Silknet will cause the Joint Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective by the SEC (the "SEC Effective Date"). As promptly as ------------------ practicable after the date of this Agreement, each of Silknet and Kana will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other federal, foreign or Blue Sky or related securities laws in order to consummate the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Each of the Buyer Silknet and the Company Kana ------------- will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information the Joint Proxy Statement/Prospectus and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement, /Prospectus or the Merger or any filing pursuant to Section 6.2(b)Merger. Each of the Buyer Silknet and the Company Kana will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.01 to comply in all material respects with all applicable requirements ------------ of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement, /Prospectus or the Registration Statement Statement, Silknet or any filing pursuant to Section 6.2(b), the Buyer or the CompanyKana, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanySilknet, such amendment or supplement. Notwithstanding any other provision of this Agreement, nothing herein shall required Kana to qualify to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process under any applicable state securities laws in connection with the issuance of Kana Common Stock in the Merger.

Proxy Statement/Prospectus; Registration Statement. (a) Antitrust and ----------------------------------------------------------------- Other Filings. As promptly as practicable after the execution of this Agreement, the Buyer ------------- Company and the Company shall Parent will prepare and the Company shall file with the SEC SEC, the Prospectus/Proxy Statement, Statement and the Buyer shall Parent will prepare and file with the SEC the Registration Statement, Statement in which the Prospectus/Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer Company and the Company Parent will respond to any comments of the SEC and SEC, will use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing and the each of Company and Parent will cause the Prospectus/Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its Company's stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of Company and Parent will prepare and file (i) with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties (the "Antitrust Filings") and (ii) any other filings required to be filed by it under the Exchange Act, the Securities ActAct or any other Federal, state or foreign laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Company and Parent each shall promptly supply the other with any information which may be required in order to effectuate any filings pursuant to this Section 5.1. Each of the Buyer Company and the Company Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Prospectus/Proxy Statement or any filing pursuant to Section 6.2(b) Antitrust Filings or Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Prospectus/Proxy Statement, the Merger or any filing pursuant to Section 6.2(b)Antitrust Filing or Other Filing. Each of the Buyer Company and the Company Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 5.1 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Prospectus/Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)Antitrust Filing or Other Filing, the Buyer Company or the CompanyParent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding the foregoing, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its affiliates or Company or the holding separate of the shares of Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer Source and the Company shall jointly prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which shall include the Proxy Statement will be included as a prospectusStatement/Prospectus, provided that the Buyer may delay the filing of and Source shall file the Registration Statement until approval of the Proxy Statement by with the SEC. The Buyer Company shall provide promptly to Source such information concerning its business and financial statements (including without limitation, financial statements in compliance with Regulation S-X) and affairs as, in the reasonable judgment of Source, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Company shall use reasonable efforts Registration Statement, or in any supplements or amendments thereto, and cause its counsel and auditors to cause cooperate with Source's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the Registration Statement to become effective as soon after such filing as practicableStatement. Each of the Buyer Company and the Company will Source shall respond to any comments of the SEC and will shall use its respective commercially reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing and Source and the Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest their respective securityholders as promptly as practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and Source shall notify the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government governmental officials and of any request by the SEC or its staff or any other government governmental officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b7.4(a)(iii) or for additional information and will shall supply the other Company with copies of all such correspondence. Source shall provide the Company with a reasonable opportunity to review and comment on any and all correspondence between such party Source or any of its representatives, on the one hand, and the SEC, or its staff or any other government governmental officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b)7.4(a)(iii) and will provide the Company with copies of any such correspondence. Each of the Buyer Company and the Company will Source shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 7.3 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which with respect to Source or the Company that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b7.4(a)(iii), the Buyer Source or the Company, as the case may be, will shall promptly inform the other party of such occurrence and cooperate in filing or assisting in filing with the SEC or its staff or any other Governmental Authority or government officials, and/or or mailing or assisting in preparing and mailing to stockholders securityholders of Source and the Company, such amendment or supplement. Source shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to filing such with the SEC, and will provide a copy of all filings made with the SEC.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Agreement and the Company shall delivery of the PCAOB Financials, (i) GHV, Ardagh and AMPSA prepare and the Company GHV shall file with the SEC the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the GHV Stockholders relating to the meeting of GHV Stockholders (the “GHV Stockholders’ Meeting”) for the purpose of soliciting proxies from GHV Stockholders for the matters to be acted upon at the GHV Stockholders’ Meeting and providing the public stockholders an opportunity in accordance with GHV Organizational Documents to redeem their shares of GHV Common Stock (the “GHV Stock Redemption”) in conjunction with the stockholder vote on the GHV Proposals and (ii) Ardagh, AMPSA and the Buyer GHV shall prepare and AMPSA shall file with the SEC a registration statement on Form F-4 or such other applicable form as Ardagh and GHV may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement Statement/Prospectus will be included as a prospectusincluded, provided that in connection with the Buyer may delay registration under the filing Securities Act of the Registration Statement until approval of Shares and AMPSA Warrants to be issued in the Proxy Statement by the SECMerger. The Buyer and the Company Each Party shall use its reasonable best efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, including providing any comments necessary opinions of the SEC and will use its respective reasonable efforts counsel, to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing, and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Each of Ardagh, AMPSA and GHV shall furnish all information as may be reasonably requested by the others in connection with any such action and the Company will cause preparation, filing and distribution of the Proxy Registration Statement and the prospectus contained within Proxy Statement/Prospectus. Ardagh and AMPSA also agree to use their respective reasonable best efforts to obtain all necessary Securities Law or “Blue Sky” permits and approvals required to carry out the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one handTransactions, and GHV shall furnish all information concerning GHV as may be reasonably requested in connection with any such action; provided that without the SECprior written consent of GHV, neither Ardagh nor AMPSA shall use any such information for any purpose other than to obtain necessary Securities Law or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer “Blue Sky” permits and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementapprovals.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file Public Company, with the SEC the Proxy Statementcooperation of Merger Partner, and the Buyer shall prepare and file with the SEC and applicable securities or reporting authorities in Canada the Registration Statement, in which the Proxy Statement Statement/Prospectus will be included as a prospectus. Merger Partner, provided that Merger Sub and Public Company shall (i) provide to the Buyer other parties as promptly as practical all information, including financial statements and descriptions of its business and financial condition, as Public Company as such other parties may delay reasonably request for preparation of the Registration Statement and the Proxy Statement/Prospectus and (ii) use reasonable best efforts to cause the timely cooperation of its independent public accountants in connection with the preparation and filing of the Registration Statement until approval and the Proxy Statement/Prospectus, including by causing such accountants to provide a consent to the inclusion of such accountant's reports in respect of the Proxy Statement by financial statements of the SEC. The Buyer and the Company shall use reasonable efforts to cause applicable party in the Registration Statement and/or in the Proxy Statement/Prospectus (as applicable) and to become effective the reference to such accountant firm as soon after such filing as practicablean "expert" therein. Each of the Buyer and the Public Company will shall respond to any comments of the SEC and will shall use its respective commercially reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing, and the Public Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders Shareholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Public Company will shall notify the other Merger Partner promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b6.02(b) or for additional information and will shall supply the other Merger Partner with copies of all correspondence between such party Public Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b6.02(b). Each of the Buyer and the Public Company will shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.02 to comply in all material respects with all applicable requirements of law Law and the rules and regulations promulgated thereunder. Whenever either Public Company or Merger Partner shall become aware of the occurrence of any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b6.02(b), the Buyer Public Company or the CompanyMerger Partner, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders Shareholders of the CompanyPublic Company and Merger Partner, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and (i) the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a proxy statement/prospectus and a form of proxy (or, to the extent a Parent Stockholders Meeting, as defined below, is required to be held, the Company and Parent shall prepare and file with the SEC under the Exchange Act a joint proxy statement/prospectus and forms of proxies) (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the stockholders of the Company and, if applicable, the stockholders of Parent, the "Proxy Statement/Prospectus") relating to the Company Stockholders Meeting and the vote of the stockholders of the Company with respect to the Merger (and, if applicable, the Parent Stockholders Meeting and the vote of the stockholders of Parent with respect to the issuance of Parent Common Stock in connection with the Merger) and (ii) following clearance by the SEC of the Proxy Statement, Parent shall prepare and file with the SEC under the Securities Act a registration statement on Form S-4 or any other form as may be appropriate (such registration statement, together with any amendments thereof or supplements thereto, the "Registration Statement") with respect to the Parent Common Stock to be issued by Parent in connection with the Merger, in which Registration Statement shall include the Proxy Statement will be included Statement/Prospectus as a prospectus, provided that . Parent and the Buyer may delay the filing of Company will cause the Registration Statement until approval of and the Proxy Statement by Statement/Prospectus to comply in all material respects with the SECSecurities Act, the Exchange Act and the rules and regulations thereunder. The Buyer Each of Parent and the Company shall use all reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement/Prospectus with the SEC) as soon after such filing promptly as practicablepracticable thereafter, and shall take any and all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Each Without limiting the generality of the Buyer foregoing, each of Parent and the Company will agrees to use all reasonable efforts, after consultation with the other such party, to respond promptly to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared made by the SEC with respect to the Proxy Statement/Prospectus (including each preliminary version thereof) and the Registration Statement declared effective under (including each amendment thereof and supplement thereto). Each of Parent and the Securities Act Company shall, and shall cause its respective representatives to, fully cooperate with the other such party and its respective representatives in the preparation of the Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement/Prospectus and the Registration Statement. As promptly as practicable after such filings and the Registration Statement shall have become effective, the Company will and, if applicable, Parent shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementtheir respective stockholders.

Proxy Statement/Prospectus; Registration Statement. (a) As In connection with the solicitation of approval of the principal terms of this Agreement and the Merger by the Company's shareholders, the Company and Purchaser shall as promptly as practicable prepare and file with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement relating to the Merger and this Agreement and use all reasonable efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement/Prospectus. The Company, after consultation with Purchaser, shall respond as promptly as practicable to any comments made by the execution SEC with respect to the preliminary proxy statement and shall cause a definitive proxy statement to be mailed to its shareholders at the earliest practicable date. Such definitive proxy statement shall also constitute a prospectus of this AgreementPurchaser with respect to the Purchaser Common Stock (as hereinafter defined) to be issued in the Merger (such proxy statement and prospectus are referred to herein as the "Proxy Statement/Prospectus"), which prospectus is to be filed with the Buyer and SEC as part of a registration statement on Form S-4 (the Company "Registration Statement") for the purpose of registering such shares of Purchaser Common Stock under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and as promptly as practicable file with the SEC the Registration Statement. Purchaser, in which after consultation with the Proxy Statement will be included as a prospectusCompany, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared any comments made by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, and shall use all reasonable efforts to have the Proxy StatementRegistration Statement declared effective by the SEC. Purchaser shall also take any action required to be taken under applicable state securities laws in connection with the issuance of Purchaser Common Stock in the Merger, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause shall furnish all documents that it is responsible for filing with information concerning the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law Company and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to holders of Company Common Stock (as hereinafter defined) as may be set forth reasonably requested by Purchaser in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will promptly inform the other of connection with such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementaction.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable practical after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file Public Company, with the SEC the Proxy Statementcooperation of Merger Partner, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement Statement/Prospectus will be included as a prospectus. Merger Partner, provided that Merger Sub and Public Company shall (i) provide to the Buyer other parties as promptly as practical all information, including financial statements and descriptions of its business and financial condition, as Public Company as such other parties may delay reasonably request for preparation of the Registration Statement and the Proxy Statement/Prospectus and (ii) use reasonable best efforts to cause the timely cooperation of its independent public accountants in connection with the preparation and filing of the Registration Statement until approval and the Proxy Statement/Prospectus, including by causing such accountants to provide a consent to the inclusion of such accountant’s reports in respect of the Proxy Statement by financial statements of the SEC. The Buyer and the Company shall use reasonable efforts to cause applicable party in the Registration Statement and/or in the Proxy Statement/Prospectus (as applicable) and to become effective the reference to such accountant firm as soon after such filing as practicablean “expert” therein. Each of the Buyer and the Public Company will shall respond to any comments of the SEC and will shall use its respective reasonable best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filing, and the Public Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Public Company will shall notify the other Merger Partner promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will shall supply the other Merger Partner with copies of all correspondence between such party Public Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officialsstaff, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Public Company will shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law Law and the rules and regulations promulgated thereunder. Whenever either Public Company or Merger Partner shall become aware of the occurrence of any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Public Company or the CompanyMerger Partner, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsstaff, and/or mailing to stockholders of the CompanyPublic Company and Merger Partner, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, (a) Autoweb and Autobytel shall prepare the Buyer Proxy Statement relating to the approval of the Merger and the Company transactions contemplated hereby by the stockholders of Autoweb and Autobytel and (b) Autoweb and Autobytel shall prepare file such Proxy Statement and the Company Autobytel shall file with the SEC the Proxy Statement, and the Buyer a Registration Statement on Form S-4 (or such other or successor form as shall prepare and file with the SEC the Registration Statement, in which be appropriate) incorporating the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer in each case which complies in form with applicable SEC requirements and the Company shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing thereafter as practicable. Each of the Buyer Autoweb and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company Autobytel will notify the each other promptly upon of the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any other filing pursuant to Section 6.2(b) or for additional information and will supply the each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the -40- 52 Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will cause all documents that it is responsible for filing with the SEC Statement or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderfiling. Whenever any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)other filing, the Buyer or the Company, as the case may be, will Autoweb and Autobytel shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the CompanyAutoweb and Autobytel, such amendment or supplement. It is understood and agreed that both Paul, Hastings, Janoxxxx & Xalkxx XXX and Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation, shall issue to their respective clients substantially identical opinions to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code and related matters for description, and inclusion as Exhibits, in the S-4 Registration Statement and for description in the Proxy Statements. The parties to this Agreement agree to make reasonable and customary representations as requested by such counsel for the purpose of rendering such opinions.

Proxy Statement/Prospectus; Registration Statement. (a) As soon as practicable following the execution of this Agreement, each of the Company and Qwest shall prepare and file with the Securities and Exchange Commission the Proxy Statement/Prospectus and each of the Company and Qwest shall use its reasonable best efforts to have the Proxy Statement/Prospectus cleared by the Securities and Exchange Commission as promptly as practicable. As soon as practicable following such clearance, Qwest shall prepare and file with the Securities and Exchange Commission the Registration Statement, of which the Proxy Statement/Prospectus will form a part, and shall use its reasonable best efforts to have the Registration Statement declared effective by the Securities and Exchange Commission as promptly as practicable thereafter. The Company and Qwest shall cooperate with each other in the preparation of the Proxy Statement/Prospectus, and each shall provide to the other promptly copies of all correspondence between it or any of its representatives and the Securities and Exchange Commission. Each of the Company and Qwest shall furnish to the other all information concerning it and its Affiliates required to be included in the Proxy Statement/Prospectus and the Registration Statement. As promptly as practicable after the execution effectiveness of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will respond to any comments of the SEC and will use its respective reasonable efforts to have the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, Company shall mail the Proxy Statement, /Prospectus to the Merger or any filing pursuant to Section 6.2(b). Each stockholders of the Buyer Company and Qwest shall mail the Company will cause all documents that it is responsible for filing with Proxy Statement/Prospectus to the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements stockholders of law and the rules and regulations promulgated thereunderQwest. Whenever any event occurs which is required to be set forth in an No amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of each of the Company and Qwest, which approval shall not be unreasonably withheld, conditioned or delayed. Each of the Company and Qwest shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any amendment thereto or any supplement or amendment to the Proxy Statement/Prospectus has been filed, or the issuance of any stop order, or the suspension of the qualification of Qwest Common Stock to be issued in the Merger for offering or sale in any jurisdiction, or of any request by the Securities and Exchange Commission or the NASD for amendment of the Registration Statement or the Proxy Statement/Prospectus. The parties shall take any filing pursuant action required to Section 6.2(b), the Buyer be taken under state blue sky or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate securities Regulations in filing connection with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementTransactions.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statementshall, and the Buyer Parent shall cause Guarantor to, prepare and file with the SEC SEC, preliminary proxy materials which shall constitute the Proxy Statement/Prospectus and, if the parties so agree at the time, the Registration Statement. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Guarantor of all information required to be contained therein, in which the Company shall, and Parent shall, and shall cause Guarantor to, file with the SEC, the definitive Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing of Statement/Prospectus and the Registration Statement until approval (or, if the Registration Statement has been previously filed, an amendment thereto) relating to the adoption of this Agreement by the Company's shareholders as set forth in Section 2.04(c) and the other transactions contemplated hereby, and to the payment of the Proxy Statement by Merger Consideration in the SEC. The Buyer form of Guarantor Common Shares pursuant to this Agreement, and the Company shall use all reasonable efforts to cause the Registration Statement to become effective effective, and the Company shall mail the Proxy Statement/Prospectus to its shareholders as soon after such filing thereafter as practicable. Each Parent shall also cause Guarantor to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under the Buyer applicable state securities laws in connection with the issuance of Guarantor Common Shares in connection with the Merger, and the Company will respond shall furnish to any comments Guarantor all information concerning the Company and the holders of capital stock of the SEC Company as may be reasonably requested in connection with any such action and will use its respective reasonable efforts to have the preparation, filing and distribution of the Proxy Statement cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus. No filing of, or amendment or supplement to, or correspondence to be mailed to its stockholders at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff with respect to the Proxy Statement/Prospectus will be made by the Company or Guarantor, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after Guarantor receives notice thereof, of the time when the Registration Statement has become effective or any other government officials supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Guarantor Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement/Prospectus or its staff comments thereon and responses thereto or requests by the SEC for additional information. If at any other government officials for amendments or supplements time prior to the Registration StatementEffective Time any information relating to the Company or Parent, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional information and will supply the other with copies of all correspondence between such party or any of its representativestheir respective affiliates, on the one handofficers or directors, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and should be discovered by the Company will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs Parent which is required to should be set forth in an amendment or supplement to the Proxy Statement, either of the Registration Statement or the Proxy Statement/Prospectus so that any filing pursuant of such documents would not include any misstatement of a material fact or omit to Section 6.2(b)state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Buyer or the Company, as the case may be, will party which discovers such information shall promptly inform notify the other of parties hereto and an appropriate amendment or supplement describing such occurrence and cooperate in filing information shall be promptly filed with the SEC or its staff or any other government officialsand, and/or mailing to stockholders the extent required by law, disseminated to the shareholders of the Company, such amendment or supplement.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall prepare and the Company shall file with the SEC the Proxy Statement/Prospectus, and the Buyer shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will Statement/Prospectus shall be included as a prospectus, provided that the Buyer may delay the filing of the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer and the Company shall use reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will shall respond to any comments of the SEC and will shall use its respective reasonable best efforts to have the Proxy Statement Statement/Prospectus cleared by the SEC and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings filings, and the Company will shall cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders shareholders at the earliest practicable time after both the Proxy Statement Statement/Prospectus is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each of the Buyer and the Company will shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement Statement/Prospectus or any filing pursuant to Section 6.2(b) or for additional information and will shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/Prospectus, the Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the Company will shall use its reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, will shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the Company, of such amendment or supplement.