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. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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). (b) The Buyer Each of Parent and the Company shall make all necessary filings with respect provide promptly to the Merger other such information concerning its business and financial statements and affairs as, in the reasonable judgement of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other and with the other's counsel and auditors in the preparation of the Proxy Statement and the Registration Statement. Each of Company and Parent will respond to any comments of the SEC and, will use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act, Act as promptly as practicable after such filing and Company will cause the Exchange Act, applicable state blue sky laws and Proxy Statement to be mailed to its shareholders at the rules and regulations thereunderearliest practicable time after the Registration Statement is declared effective by the SEC.

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. (b) The Buyer and the Company Seller shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, but in no event later than thirty (30) days following the Buyer date of this Agreement, Parent and the Company shall prepare and the Company shall file with the SEC the Proxy Statementjointly prepare, and the Buyer Parent shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement Statement/Prospectus will be included as a prospectusincluded. Each of the Company, provided and Parent shall use its reasonable best efforts to ensure that the Buyer may delay the filing of the Registration Statement until approval of and the Proxy Statement Statement/Prospectus comply as to form in all material respects with the rules and regulations promulgated by the SECSEC under the Securities Act and the Exchange Act. The Buyer Subject to Section 6.6(c), unless the Company Board has made a Company Change of Recommendation in accordance with Section 6.5, the Proxy Statement/Prospectus shall include the Company Recommendation. Each of Parent and the Company 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 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 filing (including by responding to comments of the SEC). (b) Each of the Company will cause and Parent shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by such other party to be included therein and shall otherwise reasonably assist and cooperate with the other in the preparation, filing and distribution of the Proxy Statement/Prospectus, the Registration Statement and the prospectus contained within the Registration Statement resolution of any comments 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 either of the Buyer and foregoing documents received from the Company will notify the other promptly upon SEC. If at any time prior to the receipt of the Company Stockholder Approval, 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 information relating to the Registration StatementCompany 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 handdirectors or officers, 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 be set forth in an amendment or supplement to the Proxy Statement, either the Registration Statement or the Proxy Statement/Prospectus so that either such document would not include any filing pursuant misstatement of a material fact or omit to Section 6.2(b)state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, 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 (i) with respect to the Registration Statement, 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 officialsSEC, and/or mailing and (ii) with respect to the Proxy Statement/Prospectus, to the extent required by applicable Law, disseminated to the stockholders of the Company, such amendment or supplement. (bc) The Buyer parties shall notify each other promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall (A) supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the Company shall make all necessary filings SEC or the staff of the SEC, on the other hand, with respect to the Merger under Proxy Statement/Prospectus, or the Securities ActRegistration Statement and (ii) all stop orders of the SEC relating to the Registration Statement and (B) provide each other with a reasonable opportunity to participate in the response to those comments and requests. (d) No amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement will be made by a party without the approval of the other party (which approval shall not be unreasonably withheld, delayed or conditioned); provided, that the Company, in connection with a Company Change of Recommendation made in compliance with the terms hereof may amend or supplement the Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Company Change of Recommendation, (ii) a statement of the reason of the board for making such a Company Change of Recommendation, and (iii) additional information reasonably related to the foregoing. (e) In further of and without limiting the foregoing, the parties hereto shall use reasonable best efforts to make all other necessary filings with the SEC to comply with any applicable requirements of the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderof any applicable stock exchange, any foreign or state securities or blue sky laws.

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. (b) The Buyer Parent and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall prepare in consultation with each other prepare, and the Company shall file with the SEC, preliminary proxy materials which shall constitute the Proxy Statement/Prospectus. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, (i) the Company shall file with the SEC the Proxy Statement, /Prospectus and the Buyer (ii) 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 the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Company and the Company Parent 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 and the . (b) The Company will respond to any comments of the SEC and will shall use its respective all reasonable efforts to have mail the Proxy Statement cleared by Statement/Prospectus to the SEC and stockholders of the Registration Statement declared effective under the Securities Act Company as promptly soon 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 SEC. Subject to the Registration Statement, the Proxy Statement or any filing pursuant Company's right 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 terminate this Agreement pursuant to Section 6.2(b). Each , the Proxy Statement/Prospectus shall include the recommendation of the Buyer Board of Directors of the Company in favor of the Merger. (c) The Company shall furnish Parent with all information concerning the Company and the Company will cause all documents that it is responsible for filing holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law Registration Statement and the rules and regulations promulgated thereunderissuance of the shares of Parent Common Stock. Whenever If at any time prior to the Effective Time any event occurs or circumstance relating to the Company, Parent or any of their respective Subsidiaries, affiliates, officers or directors should be discovered by such party which is required to should be set forth in an amendment or a supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)Proxy Statement/Prospectus, the Buyer or the Company, as the case may be, will such party shall promptly inform the other of such occurrence thereof and cooperate take appropriate action in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementrespect thereof. (bd) The Buyer Company and the Company Parent shall make all any necessary filings filing with respect to the Merger under the Securities Act, Act and the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunder.

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 (band its counsel) The Buyer 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 all necessary filings with respect any amendment to the Merger under 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, the Exchange Act, applicable state blue sky laws and (iii) the rules and regulations thereunderof 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 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 the Parent Registration Statement shall have become effective, the Company shall deliver the Proxy Statement/Prospectus to its shareholders. (b) The information supplied by each of Parent and the Company will cause for inclusion in the Proxy Parent Registration Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders Proxy Statement/Prospectus shall not (i) at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Parent Registration Statement is declared effective under effective, (ii) at 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, time the Proxy Statement, the Merger /Prospectus (or any filing pursuant amendment thereof or supplement thereto) is first mailed to Section 6.2(b). Each the shareholders of the Buyer and Company, (iii) at the Company will cause all documents that it is responsible for filing with time of the SEC Special Meeting, or other regulatory authorities under this Section 6.2 (iv) at the Effective Time, contain any untrue statement of a material fact or omit to comply state any material fact required to be stated therein or necessary in all material respects with all applicable requirements of law and order to make the rules and regulations promulgated thereunderstatements therein not misleading. Whenever If, at any time prior to the Effective Time, any event occurs or circumstance relating to the Company, any Subsidiary of the Company, Parent, any Subsidiary of Parent, or their respective officers or directors, should arise or be discovered by such party which is required to should be set forth in an amendment or a supplement to the Proxy Statement, the Parent Registration Statement or any filing pursuant to Section 6.2(b)the Proxy Statement/Prospectus, the Buyer or the Company, as the case may be, will such party shall promptly inform the other thereof and take appropriate action in respect thereof. Parent may suspend the effectiveness or distribution of the Proxy Statement/Prospectus, as reasonably deemed appropriate, pending resolution of such occurrence and cooperate in filing with the SEC event or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementcircumstance. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Buyer . Each of Parent and the Company shall make all necessary filings cooperate and provide the other (and its counsel) with respect a reasonable opportunity to review and comment on any amendment or supplement to the Merger 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 the Securities Act, the Exchange Act, any applicable state blue sky securities laws in connection with the issuance of Parent Common Stock in the Merger, and the rules Company shall furnish any information concerning the Company and regulations thereunderthe 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 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). (b) The Buyer Each of Parent and the Company shall make all necessary filings with respect provide promptly to the Merger 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 Proxy Statement and the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other with the other's counsel and auditors in the preparation of the Proxy Statement and the Registration Statement. Each of the Company and Parent will respond to any comments of the SEC and, will use its respective commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act, the Exchange Act, applicable state blue sky laws Act as promptly as practicable after such filing and the rules and regulations thereunderCompany will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall prepare in consultation with each other prepare, and the Company shall file with the SEC, preliminary proxy materials which shall constitute the Proxy Statement/Prospectus. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of all information required to be contained therein, (i) the Company shall file with the SEC the Proxy Statement, /Prospectus and the Buyer (ii) 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 the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Company and the Company Parent 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 and the . (b) The Company will respond to any comments of the SEC and will shall use its respective all reasonable efforts to have mail the Proxy Statement cleared by Statement/Prospectus to the SEC and stockholders of the Registration Statement declared effective under the Securities Act Company as promptly soon 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. Each Subject to the right of the Buyer and the Company will notify the other promptly upon the receipt Company’s Board of any comments from the SEC Directors to withdraw or modify 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 recommendation pursuant to Section 6.2(b). Each , the Proxy Statement/Prospectus shall include the recommendation of the Buyer Board of Directors of the Company in favor of the Merger. (c) The Company shall furnish Parent with all information concerning the Company and the Company will cause all documents that it is responsible for filing holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law Registration Statement and the rules and regulations promulgated thereunderissuance of the shares of Parent Common Stock. Whenever If at any time prior to the Effective Time any event occurs or circumstance relating to the Company, Parent or any of their respective Subsidiaries, affiliates, officers or directors should be discovered by such party which is required to should be set forth in an amendment or a supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)Proxy Statement/Prospectus, the Buyer or the Company, as the case may be, will such party shall promptly inform the other of such occurrence thereof and cooperate take appropriate action in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementrespect thereof. (bd) The Buyer Company and the Company Parent shall make all any necessary filings filing with respect to the Merger under the Securities Act, Act and the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunder.

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 preparation, filing and distribution of the Registration Statement and the 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 Transactions, and GHV shall furnish all information concerning GHV as may be reasonably requested in connection with any such action; provided that without the prior written consent of GHV, neither Ardagh nor AMPSA shall use any such information for any purpose other than to obtain necessary Securities Law or “Blue Sky” permits and approvals. (b) Promptly after the Registration Statement shall have become effective, GHV 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 GHV Stockholders. No filing of, or amendment or supplement to, the Registration Statement is declared effective under or the Securities ActProxy Statement/Prospectus will be made by GHV, Ardagh or AMPSA without providing the other with a reasonable opportunity to review and comment thereon and each Party shall give reasonable and good faith consideration to any comments made by any other Party and their counsel. Each of GHV, Ardagh and AMPSA will be given a reasonable opportunity to participate in the Buyer response to any SEC comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with GHV, Ardagh or AMPSA or their counsel in any discussions or meetings with the SEC. GHV shall comply in all material respects with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, GHV Organizational Documents, and this Agreement in the preparation, filing and distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, the calling and holding of the GHV Stockholders’ Meeting and the Company will GHV Stock Redemption. (c) If at any time prior to the Effective Time, any information relating to GHV, Ardagh or AMPSA or any of their respective affiliates, directors or officers, should be discovered by GHV, Ardagh or AMPSA which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly upon the receipt of any comments from filed with the SEC and, to the extent required by Law, disseminated to the GHV Stockholders. (d) Each of GHV, Ardagh and AMPSA will advise the other Parties promptly after it receives any oral or its staff or any other government officials and of any written request by the SEC for amendment of the Proxy Statement/Prospectus or its staff or any other government officials for amendments or supplements to the Registration Statement, as applicable, or comments thereon and responses thereto, any oral or written comments or requests in relation to the Proxy Statement GHV Stockholders’ Meeting, or any filing pursuant to Section 6.2(b) or requests by the SEC for additional information and each Party will supply promptly provide the other with copies of all correspondence any written communication between such party it or any of its representativesRepresentatives, on the one hand, and the SEC, any state securities commission or its staff or any other government officialstheir respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus or the Registration Statement. GHV, the Proxy StatementArdagh or AMPSA shall use their respective reasonable best efforts, the Merger after consultation with each other, to resolve all such requests 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 comments 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 respect to the Proxy Statement/Prospectus or the Registration Statement, as applicable, as promptly as reasonably practicable after receipt thereof. (e) Without limiting the generality of the foregoing, each of GHV, Ardagh and AMPSA shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement, and each of Ardagh and GHV shall furnish AMPSA with all information concerning it and its affiliates as the providing party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. (f) GHV, Ardagh and AMPSA shall notify each other promptly of the time when the Registration Statement has become effective, of the issuance of any stop order or suspension of the qualification of the Shares or AMPSA Warrants issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or any filing pursuant for additional information. (g) Subject to Section 6.2(b6.5(h), GHV, acting through the GHV Board, shall include in the Proxy Statement/Prospectus the recommendation of the GHV Board that the GHV stockholders vote in favor of each of the Transactions, as provided in Section 5.5 (such recommendation as to each of the GHV Proposals, a “GHV Board Recommendation”) and shall, consistent with the terms of this Agreement, otherwise use its reasonable best efforts to solicit proxies from the GHV Stockholders in favor of each of the GHV Proposals. Subject to Section 6.5(h), none of the GHV Board or any committee thereof shall withdraw or modify, or propose publicly or by formal action of the GHV Board to withdraw or modify, in a manner adverse to Ardagh or any AMP Entity, any GHV Board Recommendation. (h) Notwithstanding anything in this Section 6.5 to the contrary, if, at any time prior to obtaining the GHV Stockholders’ Meeting, the GHV Board determines, in good faith, after consultation with its outside legal counsel, that a GHV Intervening Event has occurred and that, as a result thereof, a failure to withdraw or modify a GHV Board Recommendation would be inconsistent with the GHV Board’s fiduciary duties under applicable Law, then the GHV Board may withdraw or modify such GHV Board Recommendation; provided that GHV shall not withdraw or modify such GHV Board Recommendation unless (i) GHV first delivers to Ardagh a written notice advising Ardagh that the GHV Board proposes to take such action and containing the material facts underlying the GHV Board’s determination that a GHV Intervening Event has occurred and that a failure to withdraw or modify a GHV Board Recommendation would constitute a breach by the GHV Board of its fiduciary obligations under applicable Law (a “GHV Intervening Event Notice”), and (ii) at or after 5:00 p.m. Eastern Time, on the fourth (4th) Business Day immediately following the day on which GHV delivered the GHV Intervening Event Notice (such period from the time the GHV Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the fourth (4th) Business Day immediately following the day on which GHV delivered the GHV Intervening Event Notice (it being understood that any material development with respect to a GHV Intervening Event shall require a new notice, but with an additional three (3) Business Day (instead of four (4) Business Day) period from the date of such notice), the Buyer “GHV Intervening Event Notice Period”), the GHV Board reaffirms in good faith (after consultation with its outside legal counsel) that a failure to withdraw or modify such GHV Board Recommendation would be inconsistent with the CompanyGHV Board’s fiduciary duties under applicable Law. If requested by Ardagh, GHV shall, and shall use its reasonable best efforts to cause its Representatives to, during the GHV Intervening Event Notice Period, engage in good faith negotiations with Ardagh and its respective Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the case may be, will promptly inform the other need for any withdrawal or modification 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 supplementGHV Board Recommendation. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Buyer and the Company shall promptly make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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 the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in of which the Proxy Statement will be included as constitute a prospectuspart, provided that the Buyer may delay the filing in form and substance reasonably satisfactory to each 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 practicableParties. Each of the Buyer and the Company will Parties shall respond to any comments of the SEC and will use its their 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. Parent shall cause the Registration Statement to remain effective for a period ending on the earlier to occur of (i) five (5) years following the date of the Closing or (ii) the date on which no Warrant issued pursuant to this Agreement shall remain unexercised (the “Effectiveness Period”). The Company shall furnish all information concerning the Company and the holders of Company will Common Stock as may be reasonably required or requested by Parent in connection with such actions and the preparation of the Registration Statement. The Company and Parent shall cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its their respective stockholders at the earliest as promptly as practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared shall have become effective under the Securities Act. . (b) As promptly as practicable after the date of this Agreement, the Parties shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other federal or state securities Law relating to the Merger and the other transactions contemplated by this Agreement (collectively, the “Other Filings”). (c) Each of the Buyer and the Company will Parties shall notify the other promptly upon of the receipt of any comments from the SEC (or its staff or any other government officials staff) and of any request by the SEC (or its staff staff) or any other government officials Government Authority for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or Other Filing for additional information information, and will shall promptly supply the other with copies of all correspondence between such party Party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officialsGovernment Authority, 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 Other Filings. (d) The Parties shall 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 the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. Whenever any event occurs which is required under the Securities Act, the Exchange Act or other Law 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 Companyeach Party, as the case may be, will shall promptly inform the other of such occurrence occurrence, provide the other Party reasonable opportunity under the circumstances to review and comment, and cooperate in filing with the SEC or SEC, its staff or any other government officialsGovernmental Authority, and/or mailing to stockholders of the Company, such amendment or supplement. (be) The Buyer and Proxy Statement shall include the Parent Board Recommendation and, subject to Section 4.3(c), the Proxy Statement shall include the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderBoard Recommendation.

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, shall use its commercially reasonable efforts to promptly correct any information provided by it for use in the Proxy Statement/Prospectus and Registration Statement to the extent such information shall be or shall have become false or misleading in any material respect. (b) No amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement will be made by Acquiror, New PubCo or the Company without the approval of each other (such approval not to be unreasonably withheld, conditioned or delayed). Whenever Acquiror, New PubCo and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Proxy Statement/Prospectus and/or Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the shares of New PubCo Class A Common Stock to be issued or issuable to the Pre-Closing SPAC Holders and the holders of Company Interests and Company Restricted Awards in connection with this Agreement for offering or sale in any jurisdiction. (c) Acquiror and New PubCo represent that the information supplied by each of them for inclusion in the Registration Statement and the Proxy Statement/Prospectus shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholder of Acquiror, (iii) the time of the Acquiror Stockholders’ Meeting, and (iv) the First Merger Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Merger Effective Time, any event occurs which or circumstance should be discovered by Acquiror or New PubCo that is required to be set forth in an amendment or a supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer Proxy Statement/Prospectus by the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder or the CompanyExchange Act and the rules and regulations promulgated thereunder, Acquiror or New PubCo, as the case may beapplicable, will shall promptly inform the other Company. Assuming the accuracy of such occurrence and cooperate the representations in Section 7.01(d), all documents that Acquiror or New PubCo is responsible for filing with the SEC or its staff or any other government officials, and/or mailing in connection with the Transactions will comply as to stockholders form and substance in all material aspects with the applicable requirements of the Company, such amendment or supplementSecurities Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder. (bd) The Buyer Company represents that the information supplied by the Company for inclusion in the Registration Statement and the Company Proxy Statement/Prospectus shall make all necessary filings with respect not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Acquiror, (iii) the time of the Acquiror Stockholders’ Meeting and (iv) the First Merger Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the First Merger Effective Time, any event or circumstance should be discovered by the Company that is required to be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement/Prospectus by the applicable requirements of the Securities Act, Act and the rules and regulations promulgated thereunder or the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunder, the Company shall promptly inform Acquiror or New PubCo, as applicable.

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 supplement. (bsupplement thereto) The Buyer and or responding to any comments of the Company shall make all necessary filings SEC with respect to the Merger under the Securities Actthereto, the Exchange Act, applicable state blue sky laws 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 rules and regulations thereunderother 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. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Buyer Parent shall cause Guarantor to include as an exhibit to the Registration Statement tax opinions of PricewaterhouseCoopers LLP and Xxxxxx, Halter & Xxxxxxxx LLP, in form and substance reasonably satisfactory to Parent and to the Company, on the basis of customary facts, representations, warranties, covenants and assumptions set forth in such opinions, that the Merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code that is not subject to Section 367(a)(1) of the Code pursuant to Treasury Regulation Section 1.367(a)-(3)(c) (other than with respect to Company stockholders who are or will be "five-percent transferee stockholders" within the meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii)), and that each of Guarantor, Parent and the Company shall make all necessary filings with respect will be a party to the Merger under reorganization within the Securities Actmeaning of Section 368(b) of the Code. (c) The Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of the Company in favor of adoption of this Agreement. Notwithstanding anything to the contrary set forth in this Section 5.01 or Section 5.02, the Exchange ActCompany shall not be obligated to take the action set forth in the preceding sentence of this Section 5.01(c) or to take the actions set forth in the second sentence of Section 5.02 to the extent that the Board of Directors of the Company determines (after due consultation with independent counsel, applicable state blue sky laws and which may be Xxxxxx, Halter & Xxxxxxxx LLP) that such action is, or it is reasonably likely that such action is, inconsistent with the rules and regulations thereunderproper discharge of its fiduciary duties.

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. (b) The Buyer Notwithstanding anything to the contrary stated above, prior to filing and mailing, as applicable, the Registration Statement or Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Public Company shall provide Merger Partner a reasonable opportunity to review and comment on such document or response and shall consider in good faith any such comments proposed by Merger Partner. Public Company will advise Merger Partner, promptly after Merger Partner receives notice thereof, 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 or the suspension of the qualification of Public Company Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (c) Public Company and Merger Partner shall promptly make all necessary filings with respect to the Merger and the issuance of the Public Company Common Stock under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder. (d) Prior to filing of the Registration Statement or Proxy Statement/Prospectus, Public Company (and Merger Sub) and Merger Partner shall use their respective commercially reasonable efforts to cause K&L Gates LLP (“K&L”) to execute and deliver to Lxxxxxxxxx Xxxxxxx LLP (“LS”) the applicable “Tax Representation Letters” of Public Company (and Merger Sub) referenced in Section 6.8(b). Following the delivery of the Tax Representation Letters pursuant to the preceding sentence, Public Company and Merger Partner shall use their respective commercially reasonable efforts to cause K&L to deliver to Public Company, and to cause LS to deliver to Merger Partner, a tax opinion satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the Tax Representation Letters referred to in this Section 6.2(d) and Section 6.8(b).

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after following 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 shall prepare and file with the SEC a preliminary proxy or information statement relating to the Registration Statement, Merger and this Agreement and (i) obtain and furnish the information required to be included by the SEC in which the Proxy Statement will be included as a prospectusand, 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 consultation with Parent, 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 and the Registration Statement declared effective under the Securities Act as promptly as practicable after such filings and the Company will cause with respect to the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders at the earliest practicable time date 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 provided 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 no amendment or supplement to the Proxy Statement, Statement will be made by the Registration Statement or any filing pursuant Company without consultation with Parent and its counsel and (ii) use its reasonable best efforts to Section 6.2(b), obtain 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 necessary approvals of the Company, such amendment or supplementMerger and this Agreement by its stockholders. (b) Parent shall prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement"), in which the Proxy Statement shall be included as a prospectus, and shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Parent shall obtain and furnish the information required to be included in the Registration Statement and, after consultation with the Company, respond promptly to any comments made by the SEC with respect to the Registration Statement and cause the prospectus included therein, including any amendment or supplement thereto, to be mailed to the Company's stockholders at the earliest practicable date after the Registration Statement is declared effective by the SEC. Parent shall also take any action required to be taken under Blue Sky or other securities laws or New York Stock Exchange rules and regulations in connection with the issuance of Parent Common Stock in the Merger. (c) The Buyer Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger except to the extent that the Company shall have withdrawn or modified its approval or recommendation of the Agreement or the Merger as permitted by Section 4.2(c). The Company shall not amend or supplement the Proxy Statement without the consent of Parent and its counsel unless required to do so by applicable Law. (d) Parent and the Company shall make all necessary filings with respect to the Merger under the Securities Act, Act and the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunderthereunder and under applicable Blue Sky or similar securities laws, rules and regulations, and shall use all reasonable efforts to obtain required approvals and clearances with respect thereto.

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. (b) The Buyer . 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 Company date on which the Registration Statement shall make all necessary filings become effective, in form customary in scope and substance for consents delivered by independent public accountants in connection with respect to the Merger registration statements on Form S-4 under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Buyer Parent and the Company shall promptly make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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 and cooperate in filing with the SEC document or its staff or any other government officialsresponse, and/or mailing to stockholders of the Company, such amendment or supplement. (b) The Buyer shall include in such document or response all comments reasonably proposed by such other party and (c) shall not file or mail such document or respond to the Company SEC prior to receiving such other party's approval, which approval shall make all necessary filings with respect not be unreasonably withheld or delayed. Subject to the provisions of Section 5.1, the Proxy Statement shall include the unanimous recommendation of the Board of Directors of Acquiror in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules 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 regulations thereunderlegal advisors) that a Superior Proposal has been made and shall determine in good faith (after consultation with independent legal advisors) that to include such recommendation or not 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 practical after the execution date of this Agreement, the Buyer Company and the Company Parent 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 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 Company and the Company Parent shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practicablepractical. Each of the Buyer The Proxy Statement, and any amendment or supplement thereto, shall include the Company will respond Recommendation, subject 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 ActSection 6.01(e). Each of the Buyer and the Company will The parties shall 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 filing pursuant to Section 6.2(b) the Registration Statement or for additional information and will shall supply the each other with copies of all correspondence between such party or any of its representativesRepresentatives, 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, 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 the Merger. If, at any filing pursuant time prior to Section 6.2(b)the receipt of the Company Stockholder Approval, the Buyer or any event occurs with respect to the Company, as Parent or any of their respective Subsidiaries, or any change occurs with respect to other information supplied by a party for inclusion in the case may beProxy Statement or the Registration Statement, will which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such party shall promptly inform notify the other party of such occurrence event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or its staff or any other government officialssupplement to the Proxy Statement and the Registration Statement and, and/or mailing to stockholders of as required by Law, in disseminating the Company, information contained in such amendment or supplementsupplement to the Company’s stockholders. (b) The Buyer Company and the Company Parent shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws Laws and the rules and regulations thereunder.

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 the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in of which the Proxy Statement will be included as constitute a prospectuspart, provided that the Buyer may delay the filing in form and substance reasonably satisfactory to each 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 practicableParties. Each of the Buyer and the Company will Parties shall respond as promptly as practicable to any comments of the SEC and will use its their 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. The Company shall furnish all information concerning the Company and the holders of Company will Common Stock as may be reasonably required or requested by Parent in connection with such actions and the preparation of the Registration Statement. The Company and Parent shall cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its their respective stockholders at the earliest as promptly as practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared shall have become effective under the Securities Act. . (b) As promptly as practicable after the date of this Agreement, the Parties shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other federal or state securities Law relating to the Merger and the other Transactions (collectively, the “Other Filings”). (c) Each of the Buyer and the Company will Parties shall notify the other promptly upon of the receipt of any comments from the SEC (or its staff or any other government officials staff) and of any request by the SEC (or its staff 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) Other Filing, or for additional information information, and will shall promptly supply the other with copies of all correspondence between such party Party or any of its representatives, on the one hand, and the SEC, or its staff 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). Other Filings. (d) Each of the Buyer and the Company will Party shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 6.1 to comply in all material respects with all applicable requirements of law the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. Whenever any event occurs which is required under the Securities Act, the Exchange Act or other Law 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 Companyeach Party, as the case may be, will shall promptly inform the other of such occurrence occurrence, provide the other Party reasonable opportunity under the circumstances to review and comment, and cooperate in filing with the SEC or SEC, its staff or any other government officialsGovernmental Entity, and/or mailing to stockholders of the Company, such amendment or supplement. (be) The Buyer and Subject to Section 5.3(g), the Proxy Statement shall include the Parent Board Recommendation and, subject to Section 5.3(f), the Proxy Statement shall include the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderBoard Recommendation.

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. (b) The Buyer Public Company and the Company Merger Partner shall promptly make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder. (c) Public Company and Merger Partner shall include in the Proxy Statement/Prospectus such information as Merger Partner reasonably determines is required to be provided to its stockholders under Section 262 of the DGCL, including, without limitation, a copy of Section 262 of the DGCL and language to the effect that the Proxy Statement/Prospectus “constitutes notice concerning the availability of appraisal rights under Section 262 of the DGCL.”

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, the Buyer and (i) the Company shall prepare (with Parent’s reasonable cooperation) and the Company shall file with the SEC the Proxy Statement, /Prospectus to be sent to the stockholders of the Company relating to the Company Shareholder Meeting and the Buyer (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC 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 1933 Act of the Registration Statement until approval of Parent Shares to be issued in 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 practicableFirst Merger. Each of the Buyer Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement and the Proxy Statement/Prospectus comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively. Subject to Section 8.02(d) and unless the Company will respond Board has made a Company Adverse Recommendation Change in accordance with Section 8.03, the Proxy Statement/Prospectus shall include (A) a statement to any comments the effect that the Company Board has determined that this Agreement and the First Merger are in the best interests of the SEC Company and will its shareholders and (B) the recommendation of the Company Board in favor of approval and adoption of this Agreement. Parent 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 1933 Act as promptly as practicable after such filings and filing (including by responding to comments of the SEC). As promptly as practicable after the Registration Statement shall have become effective, the Company will shall use its reasonable best efforts to 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. shareholders. (b) Each of the Buyer Company and Parent shall furnish all information concerning such Person and its Affiliates to the Company will notify other, and provide such other assistance, as may be reasonably requested by such other Party to be included therein and shall otherwise reasonably assist and cooperate with the other promptly upon in the receipt preparation, filing and distribution 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 Proxy Statement/Prospectus, the Registration Statement, and the Proxy Statement resolution of any comments to either received from the SEC. If at any time prior to the receipt of the Company Shareholder Approval, any information relating to the Company 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 Parent, or any of its representativestheir respective Affiliates, on the one handdirectors or officers, 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 be set forth in an amendment or supplement to the Proxy Statement, either the Registration Statement or the Proxy Statement/Prospectus, so that either such document would not include any filing pursuant misstatement of a material fact or omit to Section 6.2(b)state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, 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 promptly filed with the SEC or its staff or any other government officialsand, and/or mailing to stockholders of the Company, such amendment or supplement. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under Proxy Statement/Prospectus, to the Securities Actextent required by applicable Law, disseminated to the shareholders of the Company. (c) The Parties shall notify each other promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall (A) supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus, or the Registration Statement and (ii) all stop orders of the SEC relating to the Registration Statement and (B) provide each other with a reasonable opportunity to participate in the response to those comments and requests. (d) No amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement will be made by Parent or the Company without the approval of the other Parties hereto, which approval shall not be unreasonably withheld, delayed or conditioned; provided, that the Company, in connection with a Company Adverse Recommendation Change made in compliance with the terms hereof may amend or supplement the Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change, (ii) a statement of the reason of the board for making such a Company Adverse Recommendation Change, and (iii) additional information reasonably related to the foregoing. Notwithstanding a Company Adverse Recommendation Change, the Exchange ActCompany shall nonetheless submit this Agreement to the Company Shareholders for approval and adoption, applicable state blue sky laws and the rules and regulations thereunderunless this Agreement is terminated in accordance with Article 10.

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. (b) The Buyer Each of Millennium and the Company COR shall make all necessary filings it is required to make with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, the Buyer Parent and the Company shall in consultation with each other prepare the Proxy Statement/Prospectus and the Registration Statement, and the Company shall file with the SEC the Proxy Statement, and the Buyer /Prospectus. 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 the Registration Statement until approval of the Proxy Statement by the SEC. The Buyer Company and the Company Parent 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 and the . (b) The Company will respond to any comments of the SEC and will shall use its respective all reasonable efforts to have mail the Proxy Statement cleared by Statement/Prospectus to the SEC and stockholders of the Registration Statement declared effective under the Securities Act Company as promptly soon 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. Each Subject to the right of the Buyer and the Company will notify the other promptly upon the receipt Company's Board of any comments from the SEC Directors to withdraw or modify 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 recommendation pursuant to Section 6.2(b). Each , the Proxy Statement/Prospectus shall include the recommendation of the Buyer Board of Directors of the Company in favor of the Merger. (c) The Company shall furnish Parent with all information concerning the Company and the Company will cause all documents that it is responsible for filing holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law Registration Statement and the rules and regulations promulgated thereunderissuance of the shares of Parent Common Stock. Whenever If at any time prior to the Effective Time any event occurs or circumstance relating to the Company, Parent or any of their respective Subsidiaries, affiliates, officers or directors should be discovered by such party which is required to should be set forth in an amendment or a supplement to the Proxy Statement, the Registration Statement or any filing pursuant to Section 6.2(b)Proxy Statement/Prospectus, the Buyer or the Company, as the case may be, will such party shall promptly inform the other of such occurrence thereof and cooperate take appropriate action in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementrespect thereof. (bd) The Buyer Company and the Company Parent shall make all any necessary filings filing with respect to the Merger under the Securities Act, Act and the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunder.

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 officials, and/or mailing to stockholders applicable requirements of the Company, such amendment or supplement. (bi) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, (ii) the Exchange Act, applicable state blue sky laws Act and (iii) the rules and regulations thereunderof Nasdaq.

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 The Proxy Statement (or any amendment or supplement thereto) will be included as a prospectusnot, provided that on 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 date the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under the Securities Act. Each mailed to stockholders of the Buyer Company and to stockholders of the Bidder and at the time of the Stockholders Meetings, 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 made therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of 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 representativesSubsidiaries for inclusion or incorporation by reference in the Registration Statement will, on at the one handdate it becomes effective and at the time of the Stockholders Meetings 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 Proxy Statement will, when filed by the Company and the Bidder with the SEC, or its staff or any other government officials, on the other hand, with respect comply as 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 form in all material respects with all the applicable requirements provisions of law and the rules and regulations promulgated thereunderExchange Act. Whenever any event occurs which is required to be set forth in an amendment Notwithstanding the foregoing, the Company makes no representation or supplement warranty with respect to the Proxy Statement, the Registration Statement or statements made 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 foregoing documents based on and in conformity with information supplied by or supplementon behalf of the Bidder for inclusion or incorporation by reference therein. (b) The Buyer Registration Statement on Form S-4 to be filed with the SEC by the Bidder in connection with the Merger, as amended or supplemented from time to time (as so amended and supplemented, the Company shall make all necessary filings "Registration Statement"), will not, on the date of filing with respect to the Merger SEC or at the time it becomes effective under the Securities Act, and on the date the Proxy Statement is first mailed to stockholders of the Company and stockholders of the Bidder and at the time of the Stockholders Meetings, 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 made therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of the Bidder or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date mailed to the stockholders of the Bidder and at the time of the Stockholders Meetings, 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 they were made, not misleading. The Proxy Statement will, when filed by the Bidder and the Company with the SEC , and the Registration Statement will, when filed by the Bidder with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Bidder makes no representation or warranty with respect to the statements made in the Registration Statement based on and in conformity with information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference therein.

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. (b) The Buyer Proxy Statement/Prospectus shall include (i) the unanimous recommendation of the Board of Directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and the Merger, unless the Board of Directors of Company shall make all necessary filings have withheld, withdrawn, amended, modified or changed its recommendation in compliance with respect Sections 5.3(c) and 5.7 of this Agreement, and (ii) the opinion of CIBC World Markets referred to in SECTION 2.20 hereof; PROVIDED, HOWEVER, that the Board of Directors of Company shall submit this Agreement to Company's shareholders whether or not at any time subsequent to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderdate hereof such board determines that it can no longer make such recommendation.

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 (band their counsel) The Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Company 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 make all necessary filings with respect cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the Merger 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 the Securities Act, the Exchange Act, any applicable state blue sky and provincial securities laws in connection with the issuance of Holdco Common Stock in the Mergers and the rules conversion of NPS Options and regulations thereunderEnzon 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 Parent and the Company shall prepare and the Company shall file with the SEC the Proxy Statement, Statement and the Buyer Parent shall prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement 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 use its reasonable best efforts to (i) cause the Registration Statement to become effective as soon after such filing as practicable. Each of the Buyer and the Company will Proxy Statement to comply as to form in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) respond promptly to any comments of the SEC and will use or its respective reasonable efforts staff with respect to have the Registration Statement, the Proxy Statement cleared by or any other report, statement or other document it may have filed with the SEC and SEC, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly soon thereafter as practicable, (iv) as soon as practicable after such filings and the Company will Registration Statement shall have been declared effective, cause the Proxy Statement and the prospectus contained within the Registration Statement forms of proxy to be mailed to its stockholders at stockholders, and (v) notify the earliest practicable time after both the Proxy Statement is cleared by the SEC and other party promptly of any stop order or threatened stop order of which it becomes aware with respect to the Registration Statement is declared effective under or similar proceeding with respect to the Securities ActProxy Statement. Each of the Buyer Parent and the Company will shall afford the other party a reasonable opportunity to review and comment upon the Registration Statement, the Proxy Statement, any amendment or supplement to either document or any other document filed with the SEC prior to its filing. The Proxy Statement shall include the fairness opinions of Xxxxxx, Xxxxx Xxxxx, Incorporated and Xxxxx McAfee Capital Partners, LLC referred to in Sections 2.21 and 3.21, respectively. The Proxy Statement shall also include the recommendations of (i) the Board of Directors of the Company in favor of the Merger which shall not be withdrawn, modified or withheld except in compliance with Section 5.4(a) and (ii) the Board of Directors of Parent in favor of the Merger which shall not be withdrawn, modified or withheld except in compliance with Section 5.4(b). (b) Each of Parent and the Company shall notify the other party promptly upon the receipt of any comments from the SEC or its staff or any other government officials official in connection with any filing made pursuant hereto and of any request by the SEC or its staff or any other government officials official for amendments any amendment or supplements supplement to the Registration Statement, the Proxy Statement or any other filing pursuant to Section 6.2(b) with the SEC or for additional information and will supply shall provide to the other with party 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 officialsofficial, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger Statement or any filing other such filing. (c) Promptly after Parent or the Company shall notify the other party of the discovery of information required to be disclosed to the other party 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 2.19 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 Company3.19, as the case may be, will promptly inform the other of such occurrence parties shall prepare and cooperate in filing with file appropriate amendments or supplements to the SEC or its staff or any other government officialsRegistration Statement and the Proxy Statement, and/or mailing as the case may be, and, to stockholders of the Companyextent required by law, disseminate such amendment or supplement. (b) The Buyer supplement to the stockholders of Parent and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderCompany.

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 amendment to the Form S-4 Registration Statement or Proxy Statement that becomes necessary after the date the S-4 Registration Statement is declared effective. (b) If at any time prior to the Effective Time either party becomes aware of any event occurs or circumstance which is required to be set forth in an amendment or supplement to the Form S-4 Registration Statement or 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 it 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 supplementParty. (bc) The Buyer Each of Parent and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, or any request by the SEC for amendment of the Proxy Statement or Form S-4 Registration Statement or comments thereon or responses thereto. (d) Prior to the Effective Time, Parent shall use commercially reasonable efforts to qualify the Parent Common Stock under the securities or blue sky laws of such jurisdictions as may be required; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction. (e) Each of Parent and the Company shall make all necessary filings with respect provide promptly to the Merger under other such information concerning its business and financial statements and affairs as, in the Securities Actreasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Exchange Act, applicable state blue sky laws Proxy Statement and the rules Registration Statement, or in any amendments or supplements thereto, and regulations thereunderto cause its counsel and auditors to cooperate with the other and with the other’s counsel and auditors in the preparation of the Proxy Statement and the Registration Statement.

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. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Company shall use its best efforts to cause to be delivered to the Buyer two letters from Deloitte & Touche LLP and/or Ernst & Young LLP, as appropriate, the Company's former and current independent accountants, respectively, one letter dated a date within two business days before the date on which the Registration Statement shall become effective and one letter dated a date within two business days before the Closing Date, each addressed to the Buyer, in form and substance reasonably satisfactory to the Buyer and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (c) Each of the Buyer and the Company shall make all necessary filings required of it with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. Antitrust and ----------------------------------------------------------------- Other Filings. ------------- (a) 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 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 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 all 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 provided, however, that Parent shall have no obligation to agree to account for the Merger as a "purchase" in order to cause the Registration Statement to become effective. Each of Company and the Company Parent will cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its respective shareholders and 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. (b) 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"). (c) 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 Proxy Statement Statement/Prospectus 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 Proxy Statement/Prospectus, 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. . (d) 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)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 shareholders of Company and/or stockholders of the CompanyParent, such amendment or supplement. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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 the Registration Statement shall have become effective, the Company and, if applicable, Parent shall cause the Proxy Statement/Prospectus to be mailed to their respective stockholders. (b) Without limiting the generality of the foregoing (i) the Company and Parent shall each notify the other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the Registration Statement, and (ii) the Company and Parent shall each notify the other 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 receipt by it of any written or oral comments of 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 on, or of any comments from the SEC written or its staff or any other government officials and of any oral request by the SEC or its staff or any other government officials for amendments or supplements to to, the Proxy Statement/Prospectus or the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional 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 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 supplementforegoing filings. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly soon as practicable after following the execution date of this Agreement, the Buyer Target and the Company Acquiror shall prepare and the Company shall file with the SEC a preliminary proxy statement relating to the Proxy StatementTarget Shareholders Meeting, and the Buyer Acquiror shall prepare and file with the SEC the Registration Statementregistration statement on Form S-4, in which the Proxy Statement such preliminary proxy statement will be included as a prospectuspreliminary prospectus (such proxy statement, provided that together with the Buyer may delay prospectus relating to the filing of Acquiror Common Stock, in each case as amended or supplemented from time to time, is referred to herein as the Registration Statement until approval of the "Proxy Statement by the SECStatement/Prospectus"). The Buyer and the Company Acquiror 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 best efforts to have the Proxy Statement cleared by the SEC and the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filings and the Company filing. Target will use its reasonable best efforts to cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at Target's shareholders as promptly as practicable after the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement Form S-4 is declared effective under the Securities Act. Each Target shall furnish all information concerning Target and the holders of the Buyer Target Common Shares, and Acquiror shall furnish all information concerning Acquiror and Merger Sub, as may be reasonably requested in connection with any such action. (b) Target and Acquiror shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4, the Proxy Statement/Prospectus, and the Company other filings (collectively, the "SEC Transaction Filings") and shall provide promptly to the other party any information that such party may obtain that could necessitate amending any such document. Target and Acquiror will each notify the other promptly upon of the receipt of any comments from the SEC or its staff or any other appropriate government officials official and of any request requests by the SEC or its staff or any other appropriate government officials official for amendments or supplements to any of the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) SEC Transaction Filings or for additional information and will supply the other party with copies of all correspondence between such party Target or any of its representatives or Acquiror and any of its representatives, as the case may be, on the one hand, and the SEC, SEC or its staff or any other appropriate government officialsofficial, on the other hand, with respect thereto. If at any time prior to the Registration StatementEffective Time, any event shall occur that should be set forth in an amendment of, or a supplement to, any of the SEC Transaction Filings, Target and Acquiror agree promptly to prepare and file such amendment or supplement and to distribute such amendment or supplement as required by applicable law, including, in the case of an amendment or supplement to the Proxy Statement, Statement by mailing such supplement or amendment to Target's shareholders. Acquiror shall not be required to maintain the Merger effectiveness of the Registration Statement for the purpose of resale by shareholders of Target who may be affiliates of Target or any filing Acquiror pursuant to Section 6.2(b)Rule 145 under the Securities Act. Each of The information provided and to be provided by Target and Acquiror for use in SEC Transaction Filings shall at all times prior to the Buyer Effective Time be true and correct in all material respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not false or misleading, and Target and Acquiror each agree to promptly correct any such information provided by it for use in the Company will cause all documents SEC Transaction Filings that it is responsible for filing shall have become false or misleading. The SEC Transaction Filings, when filed with the SEC or other regulatory authorities under this Section 6.2 to any appropriate government official, shall 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 supplementlaw. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Buyer Subject to Section 6.2(c) and Section 6.2(d) hereof, the Proxy -------------- -------------- Statement shall also include the recommendations of (i) the Board of Directors of Company in favor of approval of the Company shall make all necessary filings with respect to Stockholder Proposal, and (ii) the Merger under Board of Directors of Parent in favor of approval of the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderParent Stockholder Proposal.

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 Public Company and Merger Partner shall use commercially reasonable efforts to cause the Buyer 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 Proxy Statement/Prospectus 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 that any event occurs which is required to be set forth information contained in an amendment the Registration Statement or supplement to Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Proxy Statement/Prospectus (including the information statement contained therein), the Registration Statement or any filing pursuant to Section 6.2(b)) is otherwise required to be amended or supplemented, 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. (b) The Buyer Notwithstanding anything to the contrary stated above, prior to filing and mailing, as applicable, the Registration Statement or Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Public Company shall provide Merger Partner and its outside legal counsel a reasonable opportunity to review and comment on such document or response and shall consider in good faith any such comments proposed by Xxxxxx Partner. Public Company will advise Merger Partner, promptly after Xxxxxx Partner receives notice thereof, 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 or the suspension of the qualification of Public Company Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (c) Public Company and Merger Partner shall promptly make all necessary filings with respect to the Merger and the Share Issuances under the Securities Act, the Exchange Act, applicable state blue sky laws Laws and the rules and regulations thereunder.

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 shall deliver the Proxy Statement/Prospectus to its respective stockholders. (b) The information supplied by each of Parent and the Company for inclusion in the Parent Registration Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders Proxy Statement/Prospectus shall not (i) at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Parent Registration Statement is declared effective under effective, (ii) at 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, time the Proxy Statement, the Merger /Prospectus (or any filing pursuant amendment thereof or supplement thereto) is first mailed to Section 6.2(b). Each the stockholders of Parent or the Company, (iii) at the time of the Buyer and Company Special Meeting, (iv) at the Company will cause all documents that it is responsible for filing with time of the SEC Parent Special Meeting, or other regulatory authorities under this Section 6.2 (v) at the Effective Time, contain any untrue statement of a material fact or omit to comply state any material fact required to be stated therein or necessary in all material respects with all applicable requirements of law and order to make the rules and regulations promulgated thereunderstatements therein not misleading. Whenever If, at any time prior to the Effective Time, any event occurs or circumstance relating to the Company, any Subsidiary of the Company, Parent, any Subsidiary of Parent, or their respective officers or directors, should be discovered by such party which is required to should be set forth in an amendment or a supplement to the Proxy Statement, the Parent Registration Statement or any filing pursuant to Section 6.2(b)the Proxy Statement/Prospectus, the Buyer or the Company, as the case may be, will such party shall promptly inform the other of such occurrence thereof and cooperate take appropriate action in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementrespect thereof. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution date of this AgreementAgreement and subject to the obligations of Albireo and each Seller in this Section 6.1(a), Company, with Albireo’s cooperation (including in respect of the Buyer and preparation of pro forma financial statements suitable for inclusion in the Company Registration Statement), shall prepare and the Company shall file cause to be filed with the SEC a Registration Statement on Form S-4 (including any amendments or supplements thereto, the “Registration Statement”), which will include a proxy statement/prospectus (together with any amendments thereof or supplements thereto, the “Proxy Statement, /Prospectus”) relating to a meeting of the holders of Company Common Stock (the “Company Stockholders’ Meeting”) to be held to approve the Company Stockholder Approval Matters and the Buyer shall prepare New Albireo Pharma Equity Plan and file with to satisfy the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, provided that the Buyer may delay the filing requirements of the Registration Statement until approval an annual meeting under applicable law and NASDAQ regulations. Each of the Proxy Statement by the SEC. The Buyer Albireo 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 Proxy Statement/Prospectus 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 Registration Statement declared effective under the Securities Act as promptly as practicable after practicable. Albireo and each Seller shall promptly furnish all information concerning itself as Company may reasonably request in connection with such filings actions and the preparation of the Registration Statement and Proxy Statement/Prospectus, including the delivery to Xxxxxx LLP by Albireo of customary tax representation letters in connection with any tax opinion filed with the Registration Statement. Company will cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to its stockholders at the earliest holders of shares of Company Common Stock as of the record date for the Company Stockholders’ Meeting 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 the Company will notify the other promptly upon the receipt of any comments from . (b) No filing of, or amendment or supplement to, or material correspondence to the SEC or its staff with respect to the Registration Statement or Proxy Statement/Prospectus shall be made by Company or any other government officials of its Subsidiaries, without providing Albireo a reasonable opportunity to review and comment thereon. Company shall advise Albireo, promptly after it receives notice thereof, 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 amendment 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 /Prospectus or any filing pursuant to Section 6.2(b). Each of the Buyer Registration Statement or comments thereon and the Company will cause all documents that it is responsible for filing with responses thereto or requests by the SEC for additional information. Albireo will promptly furnish Company with all information concerning Albireo, its Subsidiaries and stockholders that may be required or other regulatory authorities under reasonably requested in connection with any action contemplated by this Section 6.2 to comply in all material respects with all applicable requirements 6.1. If Albireo becomes aware of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to information that should be set forth disclosed in an amendment or supplement to the Proxy Statement/Prospectus or Registration Statement, the Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or the Company, as the case may be, then Albireo will promptly inform Company thereof. If Company becomes aware of any information that should be disclosed in an amendment or supplement to the other of such occurrence Proxy Statement/Prospectus or Registration Statement, then Company will: (i) promptly inform Albireo thereof; (ii) provide Albireo (and cooperate in filing its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus or Registration Statement, as applicable, prior to it being filed with the SEC or its staff or any other government officials, and/or mailing to stockholders SEC; (iii) provide Albireo with a copy of the Company, such amendment or supplement. supplement promptly after it is filed with the SEC; and (biv) The Buyer and mail such amendment or supplement to the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderStockholders.

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. (b) The Buyer and . Source shall provide the Company shall make all necessary filings with respect a reasonable opportunity to review and comment on any amendment or supplement to the Merger under Registration Statement and Prospectus/Proxy Statement prior to filing such with the Securities ActSEC, and will provide a copy of all filings made with the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderSEC.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after following 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 Curis shall prepare and file with the SEC the Registration StatementStatement on Form S-4, in which the Joint Proxy Statement will 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 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 by the Securities Act SEC as promptly as practicable after such filings practicable. Curis shall obtain and furnish the Company will cause the Proxy Statement and the prospectus contained within information required to be included in the Registration Statement and, after consultation with each Company respond promptly to any comments made by the SEC with respect to the Registration Statement (which comments shall promptly be furnished to each Company) and cause the prospectus included therein, including any amendment or supplement thereto, to be mailed to its the stockholders of each Company at the earliest practicable time date after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective by the SEC, provided that no amendment or supplement to the Registration Statement will be made by Curis without consultation with each Company and each of their respective counsels. Curis shall also take any action required to be taken under Blue Sky or other securities Laws in connection with the Securities Actissuance of Surviving Company Common Stock in the Merger. (b) Each Company shall (i) as promptly as practicable following the date hereof prepare a preliminary proxy or information statement relating to the Merger and this Agreement, (ii) obtain and furnish the information required to be included by the SEC in the Joint Proxy Statement, (iii) cause the Joint Proxy Statement and the prospectus to be included in the Registration Statement, including any amendment or supplement thereto, to be mailed to their respective stockholders at the earliest practicable date after the Registration Statement is declared effective by the SEC, and (iv) use all reasonable efforts to obtain the necessary approval of the Merger and this Agreement by their stockholders. No Company shall file with or supplementally provide to the SEC or mail to its stockholders the Joint Proxy Statement or any amendment or supplement thereto without the prior written consent of each other Company. Each Company shall allow each other Company's full participation in the preparation of the Buyer Joint Proxy Statement and the any amendment or supplement thereto and shall consult with each other Company will notify the other promptly upon the receipt of and its advisors concerning any comments from the SEC or with respect thereto. (c) Each Company shall include in the Joint Proxy Statement the recommendation of its staff or any other government officials Board of Directors in favor of approval and adoption of any request by this Agreement and the SEC or its staff or any other government officials for amendments or supplements Merger, except to the Registration Statement, extent that the Proxy Statement Board of Directors of such Company shall have withdrawn or any filing pursuant to Section 6.2(b) modified its recommendation of this Agreement 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 as permitted by Section 6.2(b6.1(b). Each Without limiting the foregoing, each Company agrees that its obligation under Section 7.2 to duly call, give notice of and hold its Company Meeting as soon as practicable following 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 date upon which is required to be set forth in an amendment or supplement to the Proxy Statement, the Registration Statement becomes effective shall not be affected by (i) the commencement, public proposal, public disclosure or communication to such Company of any filing pursuant to Section 6.2(b), Acquisition Proposal or (ii) the Buyer withdrawal or modification by the Board of Directors of such Company of its approval or recommendation of this Agreement 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 supplementMerger. (bd) The Buyer and the Company shall Parties shall, as promptly as practicable, make all necessary filings with respect to the Merger under the Securities Act, Act and the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunderRegulations thereunder (including, without limitation, registration of the Surviving Company Common Stock on a Form 8-A (the "Exchange Act Registration Statement")) and under applicable Blue Sky or similar securities laws, rules and Regulations, and shall use all reasonable efforts to obtain required approvals and clearances with respect thereto. (e) In the event that Curis is not permitted to include in the Registration Statement all shares of Surviving Company Common Stock to be issued as Merger Consideration ("Excluded Securities") then, as promptly as practicable after the filing of the Registration Statement, Curis shall file and shall use its commercially reasonable best efforts to have declared effective a "shelf" registration statement pursuant to Rule 415 under the Securities Act for the resale of the Excluded Securities and use its commercially reasonable best efforts to keep such registration statement effective for a period of two (2) years following the Effective Time or, if shorter, until (i) all Excluded Securities have been sold pursuant to such registration statement or (ii) the first date on which each holder of Excluded Securities may sell all of such Excluded Securities held by such holder without registration pursuant to Rule 144 under the Securities Act within a three-month period.

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. (b) The Buyer . It is understood and the Company agreed that both Paul, Hastings, Janoxxxx & Xalkxx XXX and Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation, shall make all necessary filings with respect 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 Securities ActCode and related matters for description, and inclusion as Exhibits, in the Exchange Act, applicable state blue sky laws S-4 Registration Statement and for description in the rules Proxy Statements. The parties to this Agreement agree to make reasonable and regulations thereundercustomary 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 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. (b) The Buyer Tuboscope and the Company Newpark shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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, such amendment control share acquisition, fair price or supplement. other anti-takeover law or regulation (bincluding, without limitation, Sections 351.407 and 351.459 of the GBCLM) The Buyer and the Company shall make all necessary filings with respect to be inapplicable to the Merger under and any such withdrawal, modification or change shall not affect the Securities Act, Seller’s obligations in the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderfirst sentence of this Section 6.1.

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. (b) The Buyer Acquiror shall cause Guarantor to include as an exhibit to the Registration Statement tax opinions of PricewaterhouseCoopers LLP delivered to Acquiror and M&F delivered to the Company, in form and substance reasonably satisfactory to Acquiror and to the Company, on the basis of customary facts, representations, warranties and covenants of Guarantor, Acquiror and the Company shall make all necessary filings and assumptions set forth in such opinions to the effect that the Merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code that is not subject to Section 367(a)(1) of the Code pursuant to Treasury Regulation Section 1.367(a)-3(c) (other than with respect to Company shareholders who are or will be "five-percent transferee shareholders" within the Merger under meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii) and do not enter into five-year gain recognition agreements in the Securities Actform provided in Treasury Regulation Section 1.367(a)-8), and that each of Guarantor, Acquiror and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. (c) The Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of the Company in favor of approval of the principal terms of this Agreement by the Company's shareholders. Notwithstanding anything to the contrary set forth in this Section 5.01 or Section 5.02, the Exchange ActCompany shall not be obligated to take the action set forth in the preceding sentence of this Section 5.01(c) or to take the actions set forth in Section 5.02 (a) to the extent that the Board of Directors of the Company determines (after due consultation with independent counsel, applicable state blue sky laws and which may be M&F) that such action is, or is reasonably likely to be, inconsistent with the rules and regulations thereunderproper discharge of its fiduciary duties.

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. (b) . The Buyer and Proxy Statement shall include the Company shall make all necessary filings recommendations of the Board of Directors of Alchemy in favor of the issuance of Alchemy Common Stock in connection with respect to the Merger under and of the Securities Act, Board of Directors of Cigarette in favor of the Exchange Act, applicable state blue sky laws Merger and the rules and regulations thereunderthis Agreement.

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 shall deliver the Proxy Statement/Prospectus to its respective stockholders. (b) The information supplied by each of Parent and the Company for inclusion in the Parent Registration Statement and the prospectus contained within the Registration Statement to be mailed to its stockholders Proxy Statement/Prospectus shall not (i) at the earliest practicable time after both the Proxy Statement is cleared by the SEC and the Parent Registration Statement is declared effective under effective, (ii) at 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, time the Proxy Statement, the Merger /Prospectus (or any filing pursuant amendment thereof or supplement thereto) is first mailed to Section 6.2(b). Each the stockholders of Parent or the Company, (iii) at the time of the Buyer and Special Meetings, or (iv) at the Company will cause all documents that it is responsible for filing with Effective Time, 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 SEC or other regulatory authorities under this Section 6.2 statements therein not misleading. If, at any time prior to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever Effective Time, any event occurs or circumstance relating to the Company, any Subsidiary of the Company, Parent, any Subsidiary of Parent, or their respective officers or directors, should arise or be discovered by such party which is required to should be set forth in an amendment or a supplement to the Proxy Statement, the Parent Registration Statement or any filing pursuant to Section 6.2(b)the Proxy Statement/Prospectus, the Buyer or the Company, as the case may be, will such party shall promptly inform the other thereof and take appropriate action in respect thereof. Parent may suspend the effectiveness or distribution of the Proxy Statement/Prospectus, as reasonably deemed appropriate, pending resolution of such occurrence and cooperate in filing with the SEC event or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementcircumstance. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Buyer and the Company Seller shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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 the Registration Statement shall have become effective, the Company and, if applicable, Parent shall cause the Proxy Statement/Prospectus to be mailed to their respective stockholders. (b) Without limiting the generality of the foregoing (i) the Company and Parent shall each notify the other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the Registration Statement, and (ii) the Company and Parent shall each notify the other 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 receipt by it of any written or oral comments of 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 on, or of any comments from the SEC written or its staff or any other government officials and of any oral request by the SEC or its staff or any other government officials for amendments or supplements to to, the Proxy Statement/Prospectus or the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or for additional 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 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 supplementforegoing filings. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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 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 provisions of the Company, such amendment or supplement. (b) The Buyer Securities Act and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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 (band their counsel) The Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Company 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 make all necessary filings with respect cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the Merger 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 the Securities Act, the Exchange Act, any applicable state blue sky and provincial securities laws in connection with the issuance of Holdco Common Stock in the Mergers and the rules conversion of NPS Options and regulations thereunderEnzon 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. (a1) 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 The Proxy Statement (or any amendment or supplement thereto) will be included as a prospectusnot, provided that on 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 date the Proxy Statement is cleared mailed to stockholders of the Company and to stockholders of the Bidder and at the time of the Stockholders Meetings, 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 made therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied by or on behalf of the SEC and Company or any of its Subsidiaries for inclusion or incorporation by reference in the Registration Statement is declared will, at the date it becomes effective and at the time of the Stockholders Meetings 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 Proxy Statement will, when filed by the Company and the Bidder with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the statements made in any of the foregoing documents based on and in conformity with information supplied by or on behalf of the Bidder for inclusion or incorporation by reference therein. (2) The Registration Statement on Form S-4 to be filed with the SEC by the Bidder in connection with the Merger, as amended or supplemented from time to time (as so amended and supplemented, the "Registration Statement"), will not, on the date of filing with the SEC or at the time it becomes effective under the Securities Act. Each of , and on 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, date the Proxy Statement is first mailed to stockholders of the Company and stockholders of the Bidder and at the time of the Stockholders Meetings, contain any untrue statement of a material fact, or omit to state any filing pursuant material fact required to Section 6.2(b) be stated therein or for additional necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. None of the information and will supply supplied by or on behalf of the other with copies of all correspondence between such party Bidder or any of its representativesSubsidiaries for inclusion or incorporation by reference in the Proxy Statement will, on at the one handdate mailed to the stockholders of the Bidder and at the time of the Stockholders Meetings, 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 they were made, not misleading. The Proxy Statement will, when filed by the Bidder and the Company with the SEC , and the Registration Statement will, when filed by the Bidder with the SEC, or its staff or any other government officials, on the other hand, with respect comply as 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 form in all material respects with all the 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 provisions of the Company, such amendment or supplement. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Bidder makes no representation or warranty with respect to the statements made in the Registration Statement based on and in conformity with information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference therein.

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 (b) The Buyer or other counsel reasonably accexxxxle to XXX and Allscripts), concerning the Company shall make all necessary filings with respect 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 under to the Securities Actstockholders of Allscripts, for inclusion in the Exchange Act, applicable state blue sky laws Registration Statement. Such counsel may require and rely on representations made by the rules and regulations thereunderparties hereto in rendering such opinions.

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. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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 time prior to the Effective Time, the Company or Parent discovers any information relating to such party, or any of such party’s affiliates, officers or directors, that should be set forth in an amendment to either the Form F-4, Form F-6 or 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 party that discovers that information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the stockholders of the Company. (b) As promptly as practicable after the date of this Agreement, the Parties shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other government officials for amendments federal or supplements state securities Law or German Law relating to the Registration StatementMerger and the other transactions contemplated by this Agreement, including the German Prospectus (collectively, the Proxy Statement or any filing pursuant “Other Filings”). (c) The Parties shall use their respective commercially reasonable efforts to Section 6.2(b) or for additional information and will supply cause the other with copies of all correspondence between such party or any of its representativesForm F-4, on the one hand, Form F-6 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 Other Filings to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunderLaws. Whenever any event or circumstance occurs which is required under the Securities Act, the Exchange Act or other Law to be set forth in an amendment or supplement to the Proxy StatementForm F-4, the Registration Statement Form F-6 or any filing pursuant to Section 6.2(b)Other Filing, the Buyer or the Company, as the case may be, will each Party shall promptly upon becoming aware thereof inform the other of such occurrence and the relevant Party shall promptly prepare an amendment, supplement or filing, as appropriate, accurately describing such event or circumstance and provide the other Party reasonable opportunity under the circumstances to review and comment, and cooperate in filing with the SEC or SEC, its staff or any other government officialsGovernmental Authority, and/or mailing to stockholders of the Company, such amendment or supplement. (bd) The Buyer and the Company shall make all necessary filings with respect Subject to the Merger under the Securities ActSection 4.3(c), the Exchange Act, applicable state blue sky laws and Proxy Statement/Prospectus shall include the rules and regulations thereunderBoard Recommendation.

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. (b) The Buyer Notwithstanding anything to the contrary stated above, prior to filing and mailing, as applicable, the Registration Statement or Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Public Company shall provide Merger Partner a reasonable opportunity to review and comment on such document or response and shall consider in good faith any such comments proposed by Merger Partner. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement/Prospectus will be made by Public Company, without the prior consent of Merger Partner, which shall not be unreasonably withheld, conditioned or delayed. Public Company will advise Merger Partner, promptly after Merger Partner receives notice thereof, 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 or the suspension of the qualification of Public Company Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (c) Public Company and Merger Partner shall promptly make all necessary filings with respect to the Merger and the Share Issuance under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Company and Parent shall prepare, and Company and Parent shall file with the Buyer SEC, preliminary proxy materials relating to the approval of the Merger and the transactions contemplated hereby by the stockholders of Company shall prepare and approval of the issuance of the shares of Parent Common Stock issuable pursuant to Section 1.6(a) by the stockholders of Parent. As promptly as practicable following receipt of SEC comments thereon, Company and Parent shall file with the SEC the Proxy Statement, definitive proxy materials and the Buyer Parent shall prepare and file with the SEC the a Registration StatementStatement on Form S-4 (or such other or successor form as shall be appropriate) with respect to shares of Parent Common Stock issuable pursuant to Section 1.6(a), 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 all reasonable 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 proxy materials or 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 proxy materials, 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 Statementproxy materials, 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 each of Company and Parent 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 CompanyCompany and Parent, such amendment or supplement. . Subject to Sections 4.3 and 4.4, the proxy materials shall (bi) The Buyer solicit the adoption of this Agreement by stockholders of Company and shall include the approval of this Agreement and the Merger by the Board of Directors of Company shall make all necessary filings with respect and the recommendation of the Board of Directors of Company to Company's stockholders that they vote in favor of adoption of this Agreement and the Merger under and (ii) solicit the Securities Act, approval of the Exchange Act, applicable state blue sky laws Parent Share Increase and the rules issuance of the shares of Parent Common Stock pursuant to Section 1.6(a) by stockholders of Parent and regulations thereundershall include the approval of the Parent Share Increase and such issuance of shares of Parent Common Stock by the Board of Directors of Parent and the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Parent Share Increase and such issuance of shares of Parent Common Stock. All shares of Parent Common Stock issued pursuant to Section 1.6(a) hereof shall be registered pursuant to this Section 5.1.

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 (b) The Buyer and or other counsel reasonably acceptxxxx to IXX xnd Allscripts), concerning the Company shall make all necessary filings with respect 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 under to the Securities Actstockholders of Allscripts, for inclusion in the Exchange Act, applicable state blue sky laws Registration Statement. Such counsel may require and rely on representations made by the rules and regulations thereunderparties hereto in rendering such opinions.

Proxy Statement/Prospectus; Registration Statement. Antitrust and Other ----------------------------------------------------------------------- Filings. ------- (a) As promptly as practicable after the execution of this Agreement, the Buyer and the Company shall will prepare and the Company shall file with the SEC 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 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 Company 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. Promptly 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. (b) Each of the Buyer Company and the Company Parent will notify the other promptly (i) upon the occurrence of any event which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus, the Registration Statement or any Antitrust Filing or Other Filing or (ii) 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) 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 Proxy Statement/Prospectus, the Merger or any filing pursuant Antitrust Filing or Other Filing. Except where prohibited by applicable Legal Requirements, and subject to Section 6.2(bthe mutual confidentiality agreement, dated as of September 10, 2001 (the "Confidentiality Agreement"), each of Company and Parent shall consult with the other prior to taking a position with respect to any such filing, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party hereto in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby (including under any antitrust or fair trade Legal Requirement), coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby; provided that with respect to any such filing, presentation or submission, each of Parent and Company need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that any law, treaty, rule or regulation of any Governmental Entity applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or where such properties or information is subject to the attorney-client privilege (it being understood that the participation and cooperation contemplated herein is not intended to constitute, nor shall be deemed to constitute, any form of direct or indirect waiver of the attorney-client privilege maintained by any party hereto). 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 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. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Buyer Company and the Company Spinco shall make all necessary filings with respect take any other actions required to the Merger be taken under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act and make any and all other filings required to be made under the Exchange Act or the Securities Act. The Company shall consult with Buyer and provide Buyer and its counsel a reasonable opportunity to review all filings with and responses from the SEC. The Company, after consultation with Buyer, shall also take any other action required to be taken under applicable state securities laws in connection with the Merger, the Exchange Act, applicable state blue sky laws Contribution and the rules other transactions contemplated hereby and regulations thereunderby the Ancillary Agreements.

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. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Buyer . Each of Parent and the Company shall make all necessary filings cooperate and provide the other with respect a reasonable opportunity to review and comment on any amendment or supplement to the Merger under 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, the Exchange Act, applicable state blue sky laws and (iii) the rules and regulations thereunderof 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 after the execution of this Agreement, the Buyer and the Company Parent shall prepare (with Company’s reasonable cooperation) 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 Statement/Prospectus will be included as a prospectus, provided included. Each of Company and Parent shall use its reasonable best efforts to ensure that the Buyer may delay Registration Statement and the Proxy Statement/Prospectus comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Subject to Section 6.7(d), unless the Parent Board has made a Parent Change of Recommendation in accordance with Section 6.6, the Proxy Statement/Prospectus shall include the Parent Recommendation. Prior to the filing of the Registration Statement until approval Statement, Parent shall provide Company and its counsel a reasonable opportunity to review and comment on such documents, and Parent will consider, in good faith, incorporating any such comments of the Proxy Statement by the SECCompany and/or its counsel prior to such filing. The Buyer and the Company Parent 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 to any comments of the SEC and will use its respective reasonable efforts to (i) 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 (including by responding to comments of the SEC) and the Company will (ii) cause the Proxy Statement and the prospectus contained within the Registration Statement Statement/Prospectus to be mailed to Parent Stockholders as promptly as practicable thereafter. (b) Each of Company and Parent shall furnish all information concerning such Person and its stockholders at Affiliates to the earliest practicable time after both other, and provide such other assistance, as may be reasonably requested by such other party to be included therein and shall otherwise reasonably assist and cooperate with the other in the preparation, filing and distribution of the Proxy Statement is cleared by the SEC and Statement/Prospectus, the Registration Statement is declared effective under and the Securities Act. Each resolution of any comments to either of the Buyer and foregoing documents received from the Company will notify the other promptly upon SEC. If at any time prior to the receipt of the Parent Stockholder Approval, any comments from the SEC information relating to Company 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 StatementParent, 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 handdirectors or officers, and the SEC, should be discovered by Company 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 Parent which is required to be set forth in an amendment or supplement to the Proxy Statement, either the Registration Statement or the Proxy Statement/Prospectus so that either such document would not include any filing pursuant misstatement of a material fact or omit to Section 6.2(b)state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, 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 (i) 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 officialsSEC, and/or mailing to stockholders of the Company, such amendment or supplement. and (bii) The Buyer and the Company shall make all necessary filings with respect to the Merger under Proxy Statement/Prospectus, to the Securities Actextent required by applicable Law, disseminated to Parent Stockholders. (c) The parties shall notify each other promptly of the Exchange Actreceipt of any comments, applicable state blue sky laws whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional information and shall (A) supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the rules SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement/Prospectus or the Registration Statement and regulations thereunder(ii) all stop orders of the SEC relating to the Registration Statement and (B) provide each other with a reasonable opportunity to participate in the response to those comments and requests. (d) No amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement will be made by a party without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that Parent, in connection with a Parent Change of Recommendation made in compliance with the terms hereof, may amend or supplement the Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (x) a Parent Change of Recommendation, (y) a statement of the reason of the board for making such a Parent Change of Recommendation, and (z) additional information reasonably related to the foregoing.

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. (b) The Buyer Notwithstanding anything to the contrary stated above, prior to filing and mailing, as applicable, the Registration Statement or Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Public Company shall provide Merger Partner and each Blocker a reasonable opportunity to review and comment on such document or response and shall consider in good faith any such comments proposed by Xxxxxx Partner or each Blocker (but only with respect to matters pertaining to such Blocker). Public Company will advise Merger Partner and each Blocker, promptly after Public Company receives notice thereof, 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 or the suspension of the qualification of Public Company Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (c) Public Company and Merger Partner and, to the extent applicable, the Blockers shall promptly make all necessary filings of such party with respect to the Mergers and the issuance of the Public Company Class A Common Stock and Public Company Class B Common Stock constituting Merger Consideration under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder.

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. (b) The Buyer Notwithstanding anything to the contrary stated above, prior to filing and mailing, as applicable, the Registration Statement or Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Public Company shall provide Merger Partner a reasonable opportunity to review and comment on such document or response and shall consider in good faith any such comments proposed by Merger Partner. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement/Prospectus will be made by Public Company, without the prior consent of Merger Partner, which shall not be unreasonably withheld, conditioned or delayed. Public Company will advise Merger Partner, promptly after Merger Partner receives notice thereof, 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 or the suspension of the qualification of Public Company Common Shares for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (c) Public Company and Merger Partner shall promptly make all necessary filings with respect to the Merger and the Share Issuance under the Securities Act, the Exchange Act, applicable state blue sky laws, applicable Canadian provincial laws and the rules and regulations thereunder.

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. (b) The Buyer and the Company . Notwithstanding any other provision of this Agreement, nothing herein shall make all necessary filings with respect required Kana to the Merger 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 the Securities Act, the Exchange Act, any applicable state blue sky securities laws and in connection with the rules and regulations thereunderissuance of Kana Common Stock in the Merger.

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 the Company shall file with the SEC the Proxy Statement, Statement and the Buyer Parent shall prepare and file with the SEC the Registration Statement, Statement in which the Proxy Statement will be included as a prospectus, provided that . Parent agrees to provide the Buyer may delay the filing of Company with an opportunity to review and comment on the Registration Statement until approval before filing. Each 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 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 soon thereafter as practicable after such filings and to take any action required to be taken under any applicable federal or state securities law in connection with the issuance of Parent Common Stock in the Merger. Each of Parent and the Company will cause shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. Each party agrees to provide the other parties promptly with copies of all correspondence from and all responsive correspondence to the SEC regarding 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 ActStatement. Each of the Buyer and the Company will party agrees to notify the other parties 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 stop orders or any threatened stop orders of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, which it becomes aware with respect to the Registration Statement. The Proxy Statement shall include the fairness opinions of Xxxxxxxxx Xxxxxxxx, Inc. and XX Xxxxx Securities Corporation referred to in Sections 2.23 and 3.23, respectively. The Proxy Statement shall also include the Proxy Statement, recommendations of (i) the Merger or any filing pursuant to Section 6.2(b). Each Board of Directors 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 favor of the CompanyMerger, such amendment which shall not be withdrawn, modified or supplementwithheld, except as permitted by Section 5.4(d) below and (ii) the Board of Directors of Parent in favor of the Merger, which shall not be withdrawn, modified or withheld except as permitted by Section 5.4(d) below. (b) The Buyer Company and the Company shall make all necessary filings with respect Parent each hereby (i) consents to the Merger under the Securities Actuse of its name and, on behalf of its subsidiaries and affiliates, the Exchange Actnames of such subsidiaries and affiliates, and to the inclusion of financial statements and business information relating to such party and its subsidiaries and affiliates (in each case, to the extent required by applicable state blue sky securities laws) in the Registration Statement; (ii) agrees to use its reasonable efforts to obtain the written consent of any Person retained by it which may be required to be named (as an expert or otherwise) in such Registration Statement; and (iii) agrees to cooperate, and to use its reasonable efforts to cause its subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, to be disclosed by applicable securities laws and the rules and regulations thereunderin such Registration Statement.

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 the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in of which the Proxy Statement will be included as constitute a prospectuspart, provided that the Buyer may delay the filing in form and substance reasonably satisfactory to each 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 practicableParties. Each of the Buyer and the Company will Parties shall use its commercially reasonable efforts to 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 filing. The 47 Company shall furnish all information concerning the Company and the holders of Company will Common Stock as may be reasonably required or requested by Parent in connection with such actions and the preparation of the Registration Statement. The Company and Parent shall cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its their respective stockholders at the earliest as promptly as practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared shall have become effective under the Securities Act. . (b) As promptly as practicable after the date of this Agreement, the Parties shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other federal or state securities Law relating to the Merger and the other transactions contemplated by this Agreement (collectively, the “Other Filings”). (c) Each of the Buyer and the Company will Parties shall notify the other promptly upon of the receipt of any comments from the SEC (or its staff or any other government officials staff) and of any request by the SEC (or its staff staff) or any other government officials Government Authority for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or Other Filing for additional information information, and will shall promptly supply the other with copies of all correspondence between such party Party or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff or any other government officialsGovernment Authority, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any filing pursuant Other Filings. (d) The Parties shall use their respective commercially reasonable efforts to Section 6.2(b). Each of cause the Buyer Proxy Statement, 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 Other Filings to 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 under the Securities Act, the Exchange Act or other Law 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 Companyeach Party, as the case may be, will shall promptly inform the other of such occurrence occurrence, provide the other Party reasonable opportunity under the circumstances to review and comment, and cooperate in filing with the SEC or SEC, its staff or any other government officialsGovernmental Authority, and/or mailing to stockholders of the Company, such amendment or supplement. (be) The Buyer Subject to Sections 5.3(b), 5.3(c) and Section 8, the Proxy Statement shall include the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws Board Recommendation and the rules and regulations thereunderParent Board Recommendation.

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. (b) The Buyer . 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 Company shall make Registration Statement, as applicable, to comply as to form and substance as to such party in all necessary filings material respects with respect to the Merger under applicable requirements of (i) the Exchange Act, (ii) the Securities Act, the Exchange Act, applicable state blue sky laws and (iii) the rules and regulations thereunderof 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 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. (b) The Buyer Parent shall cause Guarantor to include as an exhibit to the Registration Statement tax opinions of PricewaterhouseCoopers LLP and Xxxxxxx Xxxxxxx & Xxxxxxxx, in form and substance reasonably satisfactory to Parent and to the Company, on the basis of customary facts, representations, warranties, covenants and assumptions set forth in such opinions, to the effect that the Merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code that is not subject to Section 367(a)(1) of the Code pursuant to Treasury Regulation Section 1.367(a)-(3)(c) (other than with respect to Company shareholders who are or will be "five-percent transferee shareholders" within the meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii)), and that each of Guarantor, Parent, Merger Sub and the Company shall make all necessary filings with respect will be a party to the Merger under reorganization within the Securities Actmeaning of Section 368(b) of the Code. (c) The Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of the Company in favor of adoption of this Agreement. Notwithstanding anything to the contrary set forth in this Section 5.01 or Section 5.02, the Exchange ActCompany shall not be obligated to take the action set forth in the preceding sentence of this Section 5.01(c) or to take the actions set forth in the second sentence of Section 5.02 to the extent that the Board of Directors of the Company determines (after due consultation with independent counsel, applicable state blue sky laws and which may be Xxxxxxx Xxxxxxx & Xxxxxxxx) that such action is, or is reasonably likely that such action is, or is reasonably likely to be, inconsistent with the rules and regulations thereunderproper discharge of its fiduciary duties.

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 the Company shall file with the SEC the Proxy Statement, and the Buyer shall prepare and file with the SEC the Registration Statement, in of which the Proxy Statement will be included as constitute a prospectuspart, provided that the Buyer may delay the filing in form and substance reasonably satisfactory to each 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 practicableParties. Each of the Buyer and the Company will Parties shall respond to any comments of the SEC and will use its their 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. Parent shall cause the Registration Statement to remain effective for a period ending on the earlier to occur of (i) five (5) years following the date of the Closing or (ii) the date on which no Warrant issued pursuant to this Agreement shall remain unexercised (the "Effectiveness Period"). The Company shall furnish all information concerning the Company and the holders of Company will Common Stock as may be reasonably required or requested by Parent in connection with such actions and the preparation of the Registration Statement. The Company and Parent shall cause the Proxy Statement and the prospectus contained within the Registration Statement to be mailed to its their respective stockholders at the earliest as promptly as practicable time after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared shall have become effective under the Securities Act. . (b) As promptly as practicable after the date of this Agreement, the Parties shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other federal or state securities Law relating to the Merger and the other transactions contemplated by this Agreement (collectively, the "Other Filings"). (c) Each of the Buyer and the Company will Parties shall notify the other promptly upon of the receipt of any comments from the SEC (or its staff or any other government officials staff) and of any request by the SEC (or its staff staff) or any other government officials Government Authority for amendments or supplements to the Registration Statement, the Proxy Statement or any filing pursuant to Section 6.2(b) or Other Filing for additional information information, and will shall promptly supply the other with copies of all correspondence between such party Party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officialsGovernment Authority, 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 Other Filings. (d) The Parties shall 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 the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. Whenever any event occurs which is required under the Securities Act, the Exchange Act or other Law 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 Companyeach Party, as the case may be, will shall promptly inform the other of such occurrence occurrence, provide the other Party reasonable opportunity under the circumstances to review and comment, and cooperate in filing with the SEC or SEC, its staff or any other government officialsGovernmental Authority, and/or mailing to stockholders of the Company, such amendment or supplement. (be) The Buyer and Proxy Statement shall include the Parent Board Recommendation and, subject to Section 4.3(c), the Proxy Statement shall include the Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunderBoard Recommendation.

Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable after following 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 Parent shall prepare and file with the SEC the Registration StatementStatement on Form S-4, in which the Proxy Statement will 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 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 by the SEC as promptly as practicable. Parent shall obtain and furnish the information required to be included in the Registration Statement and, after consultation with the Company respond promptly to any comments made by the SEC with respect to the Registration Statement (which comments shall promptly be furnished to the 39 45 Company) and cause the prospectus included therein, including any amendment or supplement thereto, to be mailed to the stockholders of the Company at the earliest practicable date after the Registration Statement is declared effective by the SEC, provided that no amendment or supplement to the Registration Statement will be made by Parent without consultation with the Company and its counsel. Parent shall also take any action required to be taken under Blue Sky or other securities Laws in connection with the Securities Act issuance of Parent Common Stock in the Merger. (b) The Company shall (i) as promptly as practicable after such filings following the date hereof prepare a preliminary proxy or information statement relating to the Merger and this Agreement, (ii) obtain and furnish the Company will information required to be included by the SEC in the Proxy Statement, (iii) cause the Proxy Statement and the prospectus contained within to be included in the Registration Statement Statement, including any amendment or supplement thereto, to be mailed to its stockholders at the earliest practicable time date after both the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective under by the Securities Act. Each SEC, and (iv) use all reasonable efforts to obtain the necessary approval of the Buyer Merger and this Agreement by its stockholders. The Company shall not file with or supplementally provide to the SEC or mail to its stockholders the Proxy Statement or any amendment or supplement thereto without Parent's prior consent. The Company will notify shall allow Parent's full participation in the other promptly upon preparation of the receipt of Proxy Statement and any amendment or supplement thereto and shall consult with Parent and its advisors concerning any comments from the SEC or its staff or any other government officials with respect thereto. (c) The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of any request by this Agreement and the SEC or its staff or any other government officials for amendments or supplements Merger, except to the Registration Statement, extent that the Proxy Statement Company shall have withdrawn or any filing pursuant to Section 6.2(b) modified its recommendation of this Agreement 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 as permitted by Section 6.2(b4.2(b). Each of the Buyer . (d) 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 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 Companyshall, as the case may bepromptly as practicable, 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. (b) The Buyer and the Company shall make all necessary filings with respect to the Merger under the Securities Act, Act and the Exchange Act, applicable state blue sky laws Act and the rules and regulations thereunderRegulations thereunder and under applicable Blue Sky or similar securities laws, rules and Regulations, and shall use all reasonable efforts to obtain required approvals and clearances with respect thereto.