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

Registration Statement and Proxy Statement/Prospectus. The information to be supplied by Extensity in writing for inclusion or incorporation by reference in the Registration Statement on Form F-4 registering the Geac Common Shares to be issued in the Merger (the "Registration Statement") as it relates to Extensity, at the time the Registration Statement is declared effective by the SEC, 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 not misleading. The information to be supplied by Extensity in writing for inclusion in the proxy statement/prospectus to be sent to the stockholders of Extensity in connection with the Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to as the "Proxy Statement/Prospectus"), at the date the Proxy Statement/Prospectus is first mailed to Extensity's stockholders, at the time or times of the Stockholder Meeting, and at the Effective Time, 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 were made, not misleading. If, at any time before the Effective Time, any event with respect to Extensity or the Extensity Subs shall occur which is required to be described in the Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and the Ontario Securities Commission, and, as required by Law, disseminated to the stockholders of Extensity.

Registration Statement and Proxy Statement/Prospectus. The information supplied or to be supplied by Extensity in writing News Corp., any News Corp. Subsidiary or their respective Representatives for inclusion or incorporation by reference in (a) the Registration Statement on Form F-4 registering the Geac Common Shares to be issued in the Merger (the "Registration Statement") as it relates to Extensitywill not, either at the time the Registration Statement is declared effective by filed with the SEC, shall not at the time any amendment thereof or supplement thereto is filed with the SEC, at the time it becomes effective under the Securities Act or at the 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 statements therein not misleading. The information to be supplied by Extensity in writing for inclusion in misleading and (b) the proxy statement/prospectus to be sent to the stockholders of Extensity in connection with the Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to as the "Proxy Statement/Prospectus"), including any amendments and supplements thereto, will not, either at the date the Proxy Statement/Prospectus is first mailed to Extensitythe Company's stockholders, stockholders or at the time or times of the Stockholder Company Meeting, and at the Effective Time, 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 the light of the circumstances under which they were made, not misleading. If, at any time before the Effective Time, any event with respect to Extensity or the Extensity Subs shall occur which is required to be described in the The Proxy Statement/Prospectus, such event shall be so describedas to information supplied by News Corp., any News Corp. Subsidiary or their respective Representatives, will comply as to form in all material respects with all applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and an amendment the Registration Statement, other than as to information supplied by the Company, any Company Subsidiary or supplement shall be promptly filed their respective Representatives, will comply in all material respects with the SEC provisions of the Securities Act and the Ontario Securities Commission, and, as required by Law, disseminated to the stockholders of Extensityrules and regulations promulgated thereunder.

Registration Statement and Proxy Statement/Prospectus. The information On the effective date of the Registration Statement, the Registration Statement, and when first filed in accordance with Rule 424(b) and/or filed pursuant to be supplied by Extensity Section 14A, the Proxy Statement/Prospectus (or any amendment or supplement thereto), shall comply in writing for inclusion or incorporation by reference in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Registration Statement, the Registration Statement on Form F-4 registering the Geac Common Shares to be issued in the Merger (the "Registration Statement") as it relates to Extensity, at the time the Registration Statement is declared effective by the SEC, shall will 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 not misleading. The information On the date of any filing pursuant to be supplied by Extensity in writing for inclusion in the proxy statement/prospectus to be sent to the stockholders of Extensity in connection with the Stockholder Meeting (such proxy statement/prospectusRule 424(b) and/or Section 14A, as amended and supplemented, is referred to as the "Proxy Statement/Prospectus"), at the date the Proxy Statement/Prospectus is first mailed to Extensity's stockholders, at the time or times SPAC Shareholders and certain of the Stockholder MeetingCompany Shareholders, as applicable, and at the Effective Timetime of the SPAC Shareholders’ Meeting, shall the Proxy Statement/Prospectus (together with any amendments or supplements thereto) will not contain include any untrue statement of a material fact or omit to state any a 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 were made, not misleading. If; provided, at however, that, notwithstanding anything herein to the contrary (including any time before representations and warranties set forth in this Article V) SPAC makes no representations or warranties as to the Effective Time, any event with respect to Extensity information contained in or omitted from the Registration Statement or the Extensity Subs shall occur which is required Proxy Statement/Prospectus in reliance upon and in conformity with information furnished in writing to be described SPAC by or on behalf of the Company specifically for inclusion in the Registration Statement or the Proxy Statement/Prospectus. In the event there is any tax opinion, such event shall comfort letter or other opinion required to be so described, and an amendment or supplement shall be promptly filed provided in connection with the SEC and the Ontario Securities CommissionRegistration Statement, and, as required by Law, disseminated notwithstanding anything to the stockholders contrary, neither this provision nor any other provision in this Agreement shall require counsel to the Company or its tax advisors to provide an opinion that the Merger qualifies as a reorganization within the meaning of ExtensitySection 368(a) of the Code or otherwise qualifies for the Intended Tax Treatment.

Registration Statement and Proxy Statement/Prospectus. The None of the information to be supplied by Extensity in writing the Company for inclusion or incorporation by reference in the Registration Statement on Form F-4 registering or the Geac Common Shares to be issued Proxy Statement/Prospectus will (i) in the Merger (case of the "Registration Statement") as it relates to Extensity, at the time the Registration Statement is declared effective by the SECit becomes effective, 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 not misleading. The information to be supplied by Extensity in writing for inclusion misleading or (ii) in the proxy statement/prospectus to be sent to case of the stockholders of Extensity in connection with the Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to as the "Proxy Statement/Prospectus"), at the date time of the mailing of the Proxy Statement/Prospectus is first mailed to Extensitythe Company's stockholdersshareholders, at the time or times of the Stockholder Meeting, Special Meeting and at the Effective Time, 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 were are made, not misleading. If, If at any time before prior to the Effective Time, Time any event with respect to Extensity the Company, its officers and directors or the Extensity Subs any of its Subsidiaries shall occur which that is required to be described in the Proxy Statement/ProspectusProspectus or the Registration Statement, such event shall be so describeddescribed and promptly disclosed to Parent, and an appropriate amendment or supplement shall be promptly filed with the SEC and the Ontario Securities Commission, and, as required by Lawlaw, disseminated to the stockholders shareholders of Extensitythe Company. The Registration Statement and the Proxy Statement/Prospectus will comply (with respect to the Company and its Subsidiaries) as to form in all material respects with the provisions of the Securities Act and the Exchange Act.

Registration Statement and Proxy Statement/Prospectus. The None of the information to be supplied (other than information provided by Extensity in writing for inclusion Bowlin) included or incorporation incorpoxxxxx by reference in the Registration Statement on Form F-4 registering the Geac Common Shares to be issued will (a) in the Merger (case of the "Registration Statement") as it relates to Extensity, at the time the Registration Statement is declared effective by the SECit becomes effective, 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 not misleading. The information to be supplied by Extensity in writing for inclusion in the proxy statement/prospectus to be sent to the stockholders of Extensity in connection with the Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to as the "Proxy Statement/Prospectus"), at the date the Proxy Statement/Prospectus is first mailed to Extensity's stockholders, at the time or times of the Stockholder Meeting, and at the Effective Time, 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 were made, not misleading, or (b) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof, at the time of the Bowlin Special Meeting, and xx xxe 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 statements therein, in light of the circumstances under which they are made, not misleading. If, If at any time before prior to the Effective Time, Time any event with respect to Extensity Lamar, its directors or the Extensity Subs ofxxxxxs or any of its subsidiaries shall occur which is required to be described in the Proxy Statement/ProspectusProspectus or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and the Ontario Securities Commission, and, as to the extent required by Lawlaw, disseminated to the stockholders Bowlin stockholders. The Rxxxxxxation Statement shall comply as to form in all material respects with the provisions of Extensitythe Securities Act, and the Proxy Statement/Prospectus shall comply as to form in all material respects with the provisions of the Exchange Act, in each case other than as to information provided for inclusion therein by Bowlin.

Registration Statement and Proxy Statement/Prospectus. The None of the information to be supplied (other than information provided by Extensity in writing for inclusion Lamar or incorporation NewCo) included ox xxxorporated by reference in the Registration Statement on Form F-4 registering the Geac Common Shares to be issued will (a) in the Merger (case of the "Registration Statement") as it relates to Extensity, at the time the Registration Statement is declared effective by the SECit becomes effective, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, in light of the circumstances under which they were made, or necessary in order to make the statements therein not misleading. The information to be supplied by Extensity in writing for inclusion , or (b) in the proxy statement/prospectus to be sent to case of the stockholders of Extensity in connection with the Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to as the "Proxy Statement/Prospectus"), at the date the Proxy Statement/Prospectus is first mailed to Extensity's stockholders, at the time or times of the Stockholder mailing thereof, at the time of the Bowlin Special Meeting, and at the anx xx xhe Effective Time, 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 were are made, not misleading. If, If at any time before prior to the Effective Time, Time any event with respect to Extensity any member of the Bowlin Group or the Extensity Subs its respexxxxx directors or officers shall occur which is required to be described in the Proxy Statement/ProspectusProspectus or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall will be promptly filed with the SEC and the Ontario Securities Commission, and, as to the extent required by Lawlaw, disseminated to the stockholders Bowlin stockholders. With xxxxect to information relating to Bowlin, the Registration Xxxxxment will comply as to form in all material respects with the provisions of Extensitythe Securities Act, and the Proxy Statement/Prospectus will comply (with respect to Bowlin) as to form in all mxxxxxxl respects with the provisions of the Exchange Act.