Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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 are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent and the Company in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings meeting of their respective its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Statement and Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments thereof or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings meeting of the stockholders of the Company and ParentCompany, 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 are made, not misleading. The Joint Proxy Statement/ Statement and Prospectus will, as of its mailing effective date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information to be supplied by Parent or its subsidiaries the Company for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under or the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued Proxy Statement will (i) in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings case of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective, 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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements theretoStatement, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective Shareholder Meeting and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading. The Joint If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of its mailing date, the Company. The Registration Statement will comply (with respect to the Company) as to form in all material respects with all applicable laws, including the provisions of the Securities Act Act, and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Proxy Statement will comply (with respect to information supplied by the Company or Company) as to form in all material respects with the stockholders provisions of the Company for inclusion thereinExchange Act.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries EChapman for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent EChapman and CHI in connection with the Merger for the purpose of registering the shares of Parent Common Stock EChapman Shares and Exchanged Options to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the CompanyCHI's and Parent's meetings meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent CHI to be held in connection with the transactions contemplated by this Agreement, and at the Effective Time, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes is declared effective and at by the time of such meetings of the stockholders of the Company and ParentSEC, 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 are were made, not misleading. The Joint Registration Statement and Proxy Statement/ Statement/Prospectus will, as of its mailing date, shall comply as to form in all material respects as to form and substance with all applicable laws, including the provisions requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary EChapman with respect to information supplied by the Company or the stockholders of the Company CHI for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries Savers for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under or the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger proxy statement (such registration statement, together with any amendments thereofor supplements thereto, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with ") relating to the prospectus included Stockholders Meetings will (i) in the case of the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective and 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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parenteach Stockholder Meeting, 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 are made, not misleading. The Joint If at any time prior to the Effective Time any event with respect to Savers or its officers and directors should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of its mailing dateSavers and/or SMC as appropriate. The Registration Statement will comply (with respect to Savers) as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will (with respect to Savers) comply as to form in all material respects with all applicable laws, including the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion thereinAct.

Registration Statement and Proxy Statement. None of the information to be supplied in writing by Parent or its subsidiaries the Company for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under or the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued Proxy Statement will (i) in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings case of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective, 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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements theretoStatement, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective Stockholder Meeting and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading. The Joint If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of its mailing date, the Company. The Registration Statement will comply (with respect to the Company) as to form in all material respects with all applicable laws, including the provisions of the Securities Act Act, and the Proxy Statement will comply (with respect to the Company) as to form in all material respects with the provisions of the Exchange Act and Act. Notwithstanding the rules and regulations promulgated thereunderforegoing provisions of this Section 3.6, except that no representation or warranty is made by Parent or Subsidiary the Company with respect to statements made or incorporated by reference in the Proxy Statement or the Registration Statement based on information supplied in writing by the Company Parent or the stockholders of the Company Sub for inclusion or incorporation by reference therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries or Affiliates for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration StatementREGISTRATION STATEMENT"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy StatementPROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "Joint Proxy StatementJOINT PROXY STATEMENT/ProspectusPROSPECTUS") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, will 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 are made, not misleading, at any of: (i) the time the Registration Statement (or any amendment or supplement thereto) is declared effective; (ii) the time the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the stockholders of Parent and Company; (iii) the time of each of the meetings of the stockholders of Parent and Company to be held in connection with the transactions contemplated by this Agreement; and (iv) the Effective Time. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein. For purposes of this Agreement, the term "Affiliate" means, when used with respect to a specified person or entity, another person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the person or entity specified. For the purpose of this definition, "control" means (i) the ownership or control of more than 50% of the equity interest in any person or entity, or (ii) the ability to direct or cause the direction of the management or affairs of a person or entity, whether through the direct or indirect ownership of voting interests, by contract or otherwise.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) No later than January 16, 2023, the Registration Statement on Form S-4 Company shall provide or make available to Buyer the Acquired Companies’ unaudited financial statements for the six-month period ended November 30, 2022, including condensed consolidated balance sheets, and condensed consolidated statements of operations, statement of stockholders’ equity, and statements of cash flows of the Company required under the applicable rules and regulations of the SEC to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement or the Closing Form 8-Ks, in each case, prepared in accordance with GAAP and Regulation S-X. Subsequent thereto, the Company’s consolidated interim financial information for each quarterly period thereafter shall be delivered or made available to Buyer no later than 45 calendar days following the end of each quarterly period. The Company shall promptly provide additional Company financial information reasonably requested by Xxxxx for inclusion in the Merger Materials and any other filings to be made by Buyer with the SEC, including any financial statements of any business acquired by or to be acquired by the Company required by Article 3.05 or Article 11 of Regulation S-X under the Securities Act (as interpreted by the staff of the SEC). Without limiting the generality of the foregoing, the Company shall fully cooperate with Buyer in connection with the preparation for inclusion in the Registration Statement or the Proxy Statement/Prospectus"Consent Solicitation Statement of pro forma financial statements that comply with the requirements of Regulation S-X. (b) will, The Company shall use its best efforts to ensure that the information supplied by or on behalf of the Company in writing for inclusion in the case Registration Statement, on the effective date of the Proxy Registration Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and (together with any amendments or supplements thereto), and at (i) complies in all material respects with the time applicable requirements of the meetings of stockholders of Securities Act and the Company Exchange Act and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, contain (ii) does not 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 are were made, not misleadingmisleading as of the Effective Time. (c) The Company shall prepare the sections of the Registration Statement describing it and its Subsidiaries’ business, operations and/or financial results for inclusion in the Registration Statement. The Joint Company shall cause its officers and employees to be reasonably available to Buyer and its counsel in connection with (i) the drafting of the Registration Statement or the Proxy Statement/ Prospectus willStatement, as and (ii) responding in a timely manner to comments on the Registration Statement or the Proxy Statement from the SEC. (d) The Company shall use its best efforts to ensure that the information supplied by or on behalf of its mailing datethe Company in writing for inclusion in the Proxy Statement and/or the Consent Solicitation Statement (together with any amendments or supplements thereto), comply as when first filed in accordance with Rule 424(b) of the Securities Act or pursuant to form Section 14A of the Exchange Act, complies in all material respects with all the applicable laws, including the provisions requirements of the Securities Act and the Exchange Act and Act. The Company will further use its best efforts to ensure that such information, as of (i) the rules and regulations promulgated thereunderdate of any filing of the Proxy Statement or the Consent Solicitation Statement pursuant to Rule 424(b) of the Securities Act, except (ii) the date that no representation is made by Parent or Subsidiary with respect the Merger Materials are first mailed to information supplied by the Company Buyer Stockholders or the stockholders of the Company for inclusion Company, and (iii) the time of the Special Meeting or the date of the final Written Consent, does not include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the applicable time.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries EChapman for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent EChapman and CCMH in connection with the Merger for the purpose of registering the shares of Parent Common Stock EChapman Shares and Exchanged Options to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the CompanyCCMH's and Parent's meetings meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent CCMH to be held in connection with the transactions contemplated by this Agreement, and at the Effective Time, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes is declared effective and at by the time of such meetings of the stockholders of the Company and ParentSEC, 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 are were made, not misleading. The Joint Registration Statement and Proxy Statement/ Prospectus will, as of its mailing date, shall comply as to form in all material respects as to form and substance with all applicable laws, including the provisions requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary EChapman with respect to information supplied by the Company or the stockholders of the Company CCMH for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries on behalf of the Company for inclusion or incorporation by reference in (a) the Registration Statement registration statement on Form S-4 S-3 to be filed under the Securities Act with the SEC by Parent the Company in connection with the Merger for the purpose issuance and resale of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby hereby, including the Conversion, Rights Offering and Overallotment Option (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/ProspectusREGISTRATION STATEMENT") will, in at the case of time the Proxy Registration Statement or any amendments thereof or supplements theretobecomes effective under the Securities Act, and as the same may be amended, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parentamendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (b) the proxy statement in definitive form, relating to the special meeting (the "COMPANY MEETING") of the shareholders of the Company (the "COMPANY SHAREHOLDERS") to be held in connection with the approval of (i) the issuance to J Net of shares of Conversion Shares issuable in connection with the Conversion, (ii) the amendment to the articles of incorporation of the Company to increase the number of authorized shares of Common Stock to account for the shares of Common Stock to be issued in connection with the Rights Offering and Overallotment Option , (iii) the Rights Offering and the Overallotment Option and (iv) the amendment of the Company Employee Benefit Plans, as contemplated in SECTION 4.16 (the "PROXY STATEMENT") will, at the date such Proxy Statement is mailed to such shareholders, and, as the same may be amended or supplemented, at the time of such meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Joint Registration Statement, the Proxy Statement/ Prospectus will, as of its mailing date, Statement and any other documents to be filed with the SEC or any other Governmental Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with all the applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. Prospectus. None of the information supplied, or to be supplied supplied, ---------- by Parent AMS or any of its subsidiaries accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement on Form S-4 to be filed with the Commission by Advanced NMR under the Securities 1933 Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Advanced NMR Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings meeting of their respective stockholders of AMS ("AMS Stockholders' Meeting") to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement/Prospectus and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent AMS Stockholders' Meeting to be held in connection with the transactions contemplated by this AgreementMerger, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act it being understood and the Exchange Act and the rules and regulations promulgated thereunder, except agreed that no representation or warranty is made by Parent or Subsidiary AMS with respect to any information supplied by Advanced NMR or its accountants, counsel or other authorized representatives. If at any time prior to the Company Effective Time any event with respect to AMS, its officers and directors shall occur which is or should be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the stockholders Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the Company for inclusion circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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 are made, not misleading. The Joint Proxy Statement/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. Prospectus. None of the information supplied, or to be supplied by Parent ---------- by, Advanced NMR or any of its accountants, counsel or other authorized representatives to the AMS Board of Directors or its subsidiaries Special Committee in connection with this Agreement or for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") Prospectus will, in the case of the Proxy Statement Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement Statement/Prospectus and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading, it being understood and agreed that no representation or warranty is made by Advanced NMR with respect to any information supplied by AMS or its accountants, counsel or other authorized representatives. If at any time prior to the Effective Time any event with respect to Advanced NMR, its officers or directors, shall occur which is or should be described in an amendment of, or a supplement to, the Proxy Statement/Prospectus or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, Registration Statement will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange 1933 Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries Sub for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 or the proxy statement/prospectus included therein relating to be filed under the Securities Act with the SEC by Parent Company Stockholder Meeting (as defined in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger Section 5.1) (such registration statement, together with any amendments thereofor supplements thereto, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with ") will (i) in the prospectus included in case of the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective, 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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and ParentStockholder Meeting, 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 are made, not misleading. The Joint If, at any time prior to the Company Stockholder Meeting, any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required at that time to be described in the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and (subject to Section 5.2) an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of its mailing date, the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with all applicable laws, including the provisions of the Securities Act Act, and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Proxy Statement will comply (with respect to information supplied by Parent) as to form in all material respects with the Company or the stockholders provisions of the Company for inclusion thereinExchange Act.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 S-4, as amended or supplemented from time to time, to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement statement, as amended or supplemented from time to time, to be distributed in connection with the Company's and Parent's meetings meeting of their respective stockholders to vote upon on this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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 are made, not misleading. The Joint Proxy Statement/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Xxxx Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of VoiceStream and ------------------------------------------ Omnipoint shall cooperate and promptly prepare and file with the information to be supplied by Parent or its subsidiaries for inclusion in (a) the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the1933 Act, with respect to be filed under the Securities Act Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the SEC by Parent meetings of stockholders of Omnipoint and of VoiceStream in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby Transactions (the "Proxy Statement" and, together with /Prospectus"). The respective parties shall cause the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, Prospectus and the Form S-4 to comply as to form in all material respects with the case applicable provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder. VoiceStream shall use all reasonable efforts, and Omnipoint shall cooperate with VoiceStream, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Transactions. VoiceStream shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Omnipoint and advise Omnipoint of any verbal comments with respect to the Form S-4 received from the SEC. VoiceStream shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities laws or "Blue Sky" permits or approvals required to carry out the Transactions and shall pay all expenses incident thereto. VoiceStream agrees that the Proxy Statement Statement/Prospectus and each amendment or any amendments thereof or supplements thereto, supplement thereto at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, thereof and at the time of the respective meetings of stockholders of the Company Omnipoint and Parent to be held in connection with the transactions contemplated by this AgreementVoiceStream, or, in the case of the Registration Statement, as amended Form S-4 and each amendment or supplementedsupplement thereto, at the time it is filed or becomes effective and at the time of such meetings of the stockholders of the Company and Parenteffective, contain any shall not include an 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 are were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by VoiceStream in reliance upon and in conformity with written information concerning Omnipoint furnished to VoiceStream by Omnipoint specifically for use in the Proxy Statement/Prospectus. Omnipoint agrees that the written information concerning Omnipoint provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Omnipoint and VoiceStream, or, in the case of written information concerning Omnipoint provided by Omnipoint for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, shall not include an untrue statement of a material fact or omit to state a 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 Joint No amendment or supplement to the Proxy Statement/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including shall be made by VoiceStream or Omnipoint without the provisions approval of the Securities Act and other party. VoiceStream shall advise Omnipoint, promptly after it receives notice thereof, of the Exchange Act and time when the rules and regulations promulgated thereunderForm S-4 has become effective or any supplement or amendment has been filed, except that no representation is made by Parent the issuance of any stop order, the suspension of the qualification of VoiceStream Common Stock issuable in connection with the Transactions for offering or Subsidiary with respect to information supplied sale in any jurisdiction, or any request by the Company SEC for amendment of the Proxy Statement/Prospectus or the stockholders of Form S-4 or comments thereon and responses thereto or requests by the Company SEC for inclusion thereinadditional information.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent Cartesian or its subsidiaries the Cartesian Shareholders for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC by Parent Securities Exchange Commission in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "“Registration Statement"), ”) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings ’s meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby by this Agreement, and any amendments thereof or supplements thereto (the "“Proxy Statement" ” and, together with the prospectus included in the Registration Statement, the "“Joint Proxy Statement/Statement/ Prospectus"”)) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of Parent’s stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreementhereby, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings meeting of the stockholders of the Company and Parent’s stockholders, 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 thereinstatements, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries the Company for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under or the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued Proxy Statement will (i) in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings case of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective, 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 or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements theretoStatement, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective Stockholder Meeting and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleadingmisleading or include any statement that is materially different from the representations and warranties of the Company contained in this Agreement or the other Transaction Agreements or that discloses a liability, condition or event that would constitute a Material Adverse Effect on the Company, which liability, condition or event is not otherwise disclosed in the representations and warranties of the Company contained in this Agreement or in the Company Disclosure Schedule. If, at any time prior to the Effective Time, any event with respect to the Company, its officers or directors shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The Joint Proxy Statement/ Prospectus willStatement will comply (excluding any matters relating to Parent and Sub, as of its mailing date, comply to which the Company makes no representations) as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion thereinAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries on behalf of the Company for inclusion or incorporation by reference in (ai) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Holdco in connection with the issuance of shares of Holdco Common Stock and Holdco Units -30- 35 (or by Parent in connection with the Merger for the purpose of registering the shares issuance of Parent Common Stock to be issued Units) in the Merger Mergers (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of Registration Statement becomes effective under the Proxy Statement and any amendments or supplements theretoSecurities Act, and at as the time of the meetings of stockholders of the Company and Parent to same may be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedamended, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parentamendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the joint proxy in definitive form, relating to the meetings of the stockholders of the Company and Parent to be held in connection with the Mergers and the prospectus relating to the Holdco Shares and Holdco Units or the Parent Units, as the case may be, to be issued in the Mergers (the "Joint Proxy Statement/Prospectus") will at the date such Joint Proxy Statement/Prospectus is mailed to such stockholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent either Target or any of its subsidiaries accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent (as defined in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"Section 6.2(b), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus"Statement (as defined in Section 6.1(b)) will, in the case of the Joint Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders the shareholders of the Company and Parent Targets to be held in connection with the transactions contemplated by this AgreementMerger, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act it being understood and the Exchange Act and the rules and regulations promulgated thereunder, except agreed that no representation or warranty is made by Parent or Subsidiary either Target with respect to any information supplied by Acquirer or its accountants, counsel or other authorized representatives. If at any time prior to the Company Effective Time any event with respect to either Target or their officers and directors shall occur which is or should be described in an amendment of, or a supplement to, the Joint Proxy Statement or the stockholders Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the Company for inclusion circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent Acquirer or any of its subsidiaries accountants, counsel or other authorized representatives for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") Statement will, in the case of the Joint Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Joint Proxy Statement and any amendments or supplements thereto, thereto and at the time of the meetings of stockholders meeting of the Company and Parent shareholders of Acquirer to be held in connection with the transactions contemplated by this AgreementMerger, or, in the case of the Registration Statement, as amended or supplementedStatement and any amendments thereto, at the time it becomes is declared effective and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading, it being understood and agreed that no representation or warranty is made by Acquirer with respect to any information supplied by Targets or their its accountants, counsel or other authorized representatives. If at any time prior to the Effective Time any event with respect to Acquirer or any of its Subsidiaries, or any of their officers and directors, shall occur which is or should be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, such event shall be so described and the presentation in such amendment or supplement of such information will not contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading in any material respect or omits 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 false or misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, Registration Statement will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion thereinAct.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries on behalf of the Company for inclusion or incorporation by reference in (ai) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Holdco in connection with the issuance of shares of Holdco Common Stock and Holdco Units (or by Parent in connection with the Merger for the purpose of registering the shares issuance of Parent Common Stock to be issued Units) in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby Mergers (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/ProspectusREGISTRATION STATEMENT") will, in at the case of time the Proxy Registration Statement or any amendments thereof or supplements theretobecomes effective under the Securities Act, and as the same may be amended, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parentamendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the joint proxy in definitive form, relating to the meetings of the stockholders of the Company and Parent to be held in connection with the Mergers and the prospectus relating to the Holdco Shares and Holdco Units or the Parent Units, as the case may be, to be issued in the Mergers (the "JOINT PROXY STATEMENT/PROSPECTUS") will at the date such Joint Proxy Statement/Prospectus is mailed to such stockholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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 are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings meeting of their respective its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and effective, at the time of such meetings meeting of the stockholders of the Company and Parentfor so long as it remains effective, 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 are made, not misleading. The Joint Proxy Statement/ Statement/Prospectus will, as of its mailing effective date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or covenant is made by Parent or Subsidiary with respect to information in writing supplied or to be supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries Lunn for inclusion in (a) the Registration Statement on Form S-4 to be filed fxxxx under the Securities Act with the SEC by Parent Lunn in connection with the Merger for the purpose of registering the shares of Parent Suxxxxing Corporation Common Stock to be issued in connection with the Merger (such registration statement, together with any amendments thereof, being the "Registration StatementREGISTRATION STATEMENT"), or (b) the proxy statement to be distributed in connection with the Company's Lunn Stockholders' Meeting and Parent's meetings of their respective stockholders the TPG Stockholders' Meeting to vote upon this upox xxis Agreement and the transactions contemplated hereby Transactions (the "Proxy StatementPROXY STATEMENT" and, together with the prospectus included in the Registration Statement, the "Joint Proxy StatementJOINT PROXY STATEMENT/ProspectusPROSPECTUS") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of Lunn Stockholders' Meeting and the Company and Parent TPG Stockholders' Meeting to be held in connection xx xonnection with the transactions contemplated by this AgreementTransactions, and at the Effective Time, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes is declared effective and at by the time of such meetings of the stockholders of the Company and ParentSEC, 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 are were made, not misleading. The Registration Statement and Joint Proxy Statement/ Statement/Prospectus will, as of its mailing date, shall comply as to form in all material respects as to form and substance with all applicable laws, including the provisions requirements of the Securities Act and Act, the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Lunn with respect to information supplied by the Company or the stockholders relating to TPG and included therein, pxxxxded TPG approved of the Company for inclusion thereinof such information in the Registration Statement and Joint Proxy Statement/Prospectus.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC Commission by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings meeting of their respective its stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings meeting of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, contain any untrue statement of a material fact or omit to state a 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, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings meeting of the stockholders of the Company and ParentCompany, 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 are made, therein not misleading. The Joint Proxy Statement/ Prospectus willStatement/Prospectus, as of its mailing dateEffective Time, will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Acquisition with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.. SECTION

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion on behalf of Enron that is included or incorporated by reference in (ai) (A) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent the Company in connection with the Merger for the purpose issuance of registering the shares of Parent Company Common Stock to be issued in the PGC Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/ProspectusREGISTRATION STATEMENT") or (B) the Post-Effective Amendment (as defined in SECTION 7.2(A)) will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended Statement or supplemented, at the time it Post-Effective Amendment becomes effective and at under the time of such meetings of the stockholders of the Company and ParentSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the joint proxy statement/prospectus in definitive form, relating to the meetings of the shareholders of PGC and Enron to be held in connection with the Mergers and the prospectus relating to the Company Common Stock to be issued in the PGC Merger (the "JOINT PROXY STATEMENT") will, at the date such document is mailed to such shareholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (iii) the Supplemental Proxy Statement (as defined in SECTION 7.20(A)) in definitive form, relating to the Supplemental PGC Shareholders' Meeting (as defined in SECTION 7.20(E)) will, at the date such document is mailed to the shareholders of PGC and, as the same may be amended or supplemented, at the times of such meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, All documents that Enron is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with all the applicable laws, including the provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders . 5. Article IV of the Company for inclusion therein.Agreement is hereby amended by adding the following representations, which are made as of the date of this Amendment:

Registration Statement and Proxy Statement. None of the ------------------------------------------ information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 S-4, as amended or supplemented from time to time, to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement ---------------------- statement, as amended or supplemented from time to time, to be distributed in connection with the Company's and Parent's meetings meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, --------------- together with the prospectus included in the Registration Statement, the "Joint Proxy ----- Statement/Prospectus") will, in the case of the Proxy Statement or any -------------------- amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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 are made, not misleading. The Joint Proxy Statement/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries for inclusion on behalf of Enron that is included or incorporated by reference in (ai) (A) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent the Company in connection with the Merger for the purpose issuance of registering the shares of Parent Company Common Stock to be issued in the PGC Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (bB) the proxy statement to be distributed Post-Effective Amendment (as defined in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus"Section 7.2(a)) will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended Statement or supplemented, at the time it Post-Effective Amendment becomes effective and at under the time of such meetings of the stockholders of the Company and ParentSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the joint proxy statement/prospectus in definitive form, relating to the meetings of the shareholders of PGC and Enron to be held in connection with the Mergers and the prospectus relating to the Company Common Stock to be issued in the PGC Merger (the "Joint Proxy Statement") will, at the date such document is mailed to such shareholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (iii) the Supplemental Proxy Statement (as defined in Section 7.20(a)) in definitive form, relating to the Supplemental PGC Shareholders' Meeting (as defined in Section 7.20(e)) will, at the date such document is mailed to the shareholders of PGC and, as the same may be amended or supplemented, at the times of such meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, All documents that Enron is responsible for filing with the SEC in connection with the transactions contemplated herein shall comply as to form in all material respects with all the applicable laws, including the provisions requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries Sub for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 or the proxy statement/ prospectus included therein relating to be filed under the Securities Act with the SEC by Parent Company Stockholder Meeting (as defined in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger Section 5.1) (such registration statement, together with any amendments thereofor supplements thereto, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "“Proxy Statement" and, together with ”) will (i) in the prospectus included in case of the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective, 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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and ParentStockholder Meeting, 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 are made, not misleading. The Joint If, at any time prior to the Company Stockholder Meeting, any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required at that time to be described in the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and (subject to Section 5.2) an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of its mailing date, the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with all applicable laws, including the provisions of the Securities Act Act, and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Proxy Statement will comply (with respect to information supplied by Parent) as to form in all material respects with the Company or the stockholders provisions of the Company for inclusion thereinExchange Act.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries Arch for inclusion in (ai) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (bii) the proxy statement and prospectus conforming to the prospectus forming part of the Registration Statement to be distributed in connection with the CompanyArch's and ParentMetrocall's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby Transactions and any amendments thereof or supplements thereto (the "Proxy Statement" and, together with the prospectus included in the Registration Statementtogether, the "Joint Proxy Statement/Prospectus") ), will, in the case of the Joint Proxy Statement or any amendments thereof or supplements theretoStatement/Prospectus, at the time of the mailing of the Joint Proxy Statement and any amendments or supplements thereto, Statement/Prospectus and at the time of the meetings of stockholders of the Company Metrocall and Parent Arch to be held in connection with the transactions contemplated by this AgreementTransactions, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company Metrocall and ParentArch, 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 are made, not misleading. The Joint Proxy Statement/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Arch with respect to information supplied by the Company Metrocall or the stockholders of the Company Metrocall for inclusion thereinin the Joint Proxy Statement/Prospectus.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) Mizar and LSI shall promptly prepare after execution of this Agreement, and Mizar shall file the Registration Statement on Form S-4 proxy statement with respect to be filed under the Securities Act with meeting of the SEC by Parent stockholders of Mizar in connection with the Merger Exchange (the "Proxy Statement") and a registration statement on Form S-4 (which registration statement, in the form it is declared effective by the SEC, together with any and all amendments and supplements thereto and all information incorporated by reference therein, is referred to herein as the "Registration Statement") under and pursuant to the provisions of the Securities Act for the purpose of registering the shares of Parent Mizar Common Stock to be issued in the Merger (such registration statementExchange. Mizar will use its best efforts to receive and respond to the comments of the SEC and to have the Registration Statement declared effective as promptly as practicable, together with any amendments thereof, being and Mizar shall promptly mail to its stockholders the "Registration Statement"), or (b) the proxy statement to be distributed Proxy Statement in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included its definitive form contained in the Registration Statement, . (b) Each of Mizar and LSI agrees to provide as promptly as practicable to the "Joint Proxy Statement/Prospectus") willother such information concerning its business and financial statements and affairs as, in the case reasonable judgment of the other party, may be required or appropriate for inclusion in the Registration Statement and the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and 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 Registration Statement and the Proxy Statement. (c) Each of the parties shall use their best efforts to ensure that at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration StatementStatement becomes effective, as such Registration Statement is then amended or supplemented, at the time it becomes effective the Proxy Statement is mailed to Mizar's stockholders and at the time of Closing Date, such meetings of the stockholders of the Company Registration Statement and ParentProxy Statement (i) will not, with respect to such party, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary as necessary, in order to make the statements made by such party therein, in the light of the circumstances under which they are were made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, misleading or necessary and (ii) will comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations promulgated thereunder; provided, except that however, no representation is made by Parent Mizar or Subsidiary LSI with respect to statements made in the Registration Statement and Proxy Statement based on information supplied by the Company or the stockholders of the Company other party expressly for inclusion thereinor incorporation by reference in the Proxy Statement or Registration Statement or information omitted with respect to the other party.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) Within forty five (45) days after the execution of this Agreement, Sterling shall prepare and file with the SEC a Registration Statement on Form S-4 to be filed (the “Registration Statement”) under the Securities Act with of 1933, as amended (the SEC by Parent in connection with the Merger for the purpose of registering “Securities Act”), and any other applicable documents, relating to the shares of Parent Sterling Common Stock to be issued delivered to the holders of Company Common Stock pursuant to this Agreement, and will use its best efforts to cause the Registration Statement to become effective. The Company and its counsel shall be given the opportunity to participate in the Merger (such registration statementpreparation of the Registration Statement and shall have the right to approve the content of the Registration Statement with respect to the Company and the Company Shareholders’ Meeting. At the time the Registration Statement becomes effective, together the Registration Statement will comply in all material respects with any amendments thereof, being the "Registration Statement"), provisions of the Securities Act and the rules and regulations thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not false or misleading. (b) Unless otherwise required pursuant to the proxy statement applicable fiduciary duties of the Company Board (as determined in good faith by the Company Board based upon the advice of its outside counsel), no amendment or supplement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement will be made by the Company without the approval of Sterling, which approval shall not be unreasonably withheld. (c) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendments amendment thereof or supplements supplement thereto, at ) is first mailed to the shareholders of the Company and (ii) the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and ParentShareholders’ Meeting, 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, therein not misleading. (d) The information supplied or to be supplied by Sterling for inclusion in the light Proxy Statement will not, at the time it is supplied to the Company, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the circumstances under which they are made, statements made therein not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the information supplied or to be supplied by Parent or its subsidiaries on behalf of the Company for inclusion or incorporation by reference in (ai) the Registration Statement registration statement on Form S-4 to be filed under the Securities Act with the SEC by Holdco in connection with the issuance of shares of Holdco Common Stock and Holdco Units (or by Parent in connection with the Merger for the purpose of registering the shares issuance of Parent Common Stock to be issued Units) in the Merger Mergers (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of Registration Statement becomes effective under the Proxy Statement and any amendments or supplements theretoSecurities Act, and at as the time of the meetings of stockholders of the Company and Parent to same may be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedamended, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parentamendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the joint proxy in definitive form, relating to the meetings of the stockholders of the Company and Parent to be held in connection with the Mergers and the prospectus relating to the Holdco Shares and Holdco Units or the Parent Units, as the case may be, to be issued in the Mergers (the "Joint Proxy Statement/Prospectus") will at the date such Joint Proxy Statement/Prospectus is mailed to such stockholders and, as the same may be amended or supplemented, at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None Subject to Section 3.4(c), as soon as reasonably practicable after the execution of this Agreement, Parent, Liberty and the Company shall cooperate in the preparation of, and the Company shall file confidentially with the Commission, a preliminary proxy statement in form and substance reasonably satisfactory to each of Parent, Liberty and the Company, and, following resolution of comments, if any, of the information to be supplied by Commission on the preliminary proxy statement, Liberty and Parent or its subsidiaries for inclusion in (a) shall prepare and Parent shall file with the Registration Statement Commission a registration statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), containing a form of prospectus that includes such proxy statement (as amended or (bsupplemented, if applicable) registering under the Securities Act the issuance of the shares of Parent Common Stock and Class A Liberty Group Stock issuable upon conversion of Company Stock pursuant to the Merger. Subject to Section 3.4(c), each of Parent, Liberty and the Company shall use commercially reasonable efforts to respond to any comments of the Commission, to have the Registration Statement declared effective as promptly as practicable after such filing and to cause the proxy statement as filed with the Commission and as thereafter amended or supplemented to be distributed in connection with approved by the Commission and mailed to the Company's and Parentstockholders at the earliest practicable time (such proxy statement in the definitive form mailed to the Company's meetings of their respective stockholders stockholders, as thereafter amended or supplemented, being referred to vote upon this Agreement and the transactions contemplated hereby (as the "Proxy Statement" and"). The Company, together with Liberty and Parent will notify each other party promptly of the prospectus included in receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof other filing or supplements theretofor additional information, at and will supply the time other parties with copies of the mailing of the Proxy Statement all correspondence between it and any amendments or supplements theretoof its representatives, on the one hand, and at the time of Commission or its staff on the meetings of stockholders of the Company and Parent other hand, with respect to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended the Proxy Statement, the Merger or supplementedany filing with the Commission relating thereto. Whenever any party hereto becomes aware of any event which is required to be set forth in an amendment or supplement to the Proxy Statement, at the time it becomes effective and at Registration Statement or any other filing with the time Commission in connection with this Agreement or the transactions contemplated hereby, such party shall promptly inform the other parties of such meetings of occurrence and cooperate in the prompt filing with the Commission or its staff or any other governmental officials, and/or mailing to stockholders of the Company and ParentCompany, contain any untrue statement of a material fact such amendment 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 supplement which they are made, not misleading. The Joint Proxy Statement/ Prospectus will, as of its mailing date, shall comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act Act. The Company, and Parent and Liberty, each shall promptly provide the other (or its counsel) copies of all filings made by such party with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby. For further clarity, the parties agree that the Parent May Transactions and any transactions provided for in the Inter-Group Agreement or the Tax Sharing Agreement are not transactions contemplated by this Agreement, but the Pre-Merger Restructuring Transactions and the rules and regulations promulgated thereunder, except that no representation is made Post-Merger Restructuring Transactions are transactions contemplated by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion thereinthis Agreement.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information to be supplied by Parent or its subsidiaries Sub for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under or the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger proxy statement/prospectus included therein (such registration statement, together with any amendments thereofor supplements thereto, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with ") relating to the prospectus included Shareholder Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective, 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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements theretoStatement, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective Shareholder Meeting and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading. The Joint If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of its mailing date, the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with all applicable laws, including the provisions of the Securities Act Act, and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Proxy Statement will comply (with respect to information supplied by Parent) as to form in all material respects with the Company or the stockholders provisions of the Company for inclusion thereinExchange Act.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries Sub for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 or the proxy statement/prospectus included therein relating to be filed under the Securities Act with the SEC by Parent Company Stockholder Meeting (as defined in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger Section 5.1(a)) (such registration statement, together with any amendments thereofor supplements thereto, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "“Proxy Statement" and, together with ”) will (i) in the prospectus included in case of the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective, 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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and ParentStockholder Meeting, 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 are made, not misleading. The Joint If, at any time prior to the Company Stockholder Meeting, any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of its mailing date, the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with all applicable laws, including the provisions of the Securities Act Act, and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Proxy Statement will comply (with respect to information supplied by Parent) as to form in all material respects with the Company or the stockholders provisions of the Company for inclusion thereinExchange Act.

Registration Statement and Proxy Statement. None of the information to be supplied by Parent or its subsidiaries for inclusion in (a) the Registration Statement on Form S-4 S-4, as amended or supplemented from time to time, to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), ) or (b) the proxy statement statement, as amended or supplemented from time to time, to be distributed in connection with the Company's and Parent's meetings meeting of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective and at the time of such meetings of the stockholders of the Company and Parent, 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 are made, not misleading. The Joint Proxy Statement/ Statement/Prospectus will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect to information supplied by the Company or the stockholders of the Company for inclusion therein.

Registration Statement and Proxy Statement. None of the Prospectus. The information supplied or to be supplied by Parent News Corp., any News Corp. Subsidiary or its subsidiaries their respective Representatives for inclusion in (a) the Registration Statement on Form S-4 to be will not, either at the time the Registration Statement is filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger (such registration statement, together with any amendments thereof, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with the prospectus included in the Registration Statement, the "Joint Proxy Statement/Prospectus") will, in the case of the Proxy Statement or any amendments thereof or supplements theretoSEC, at the time of the mailing of the Proxy Statement and any amendments amendment thereof or supplements thereto, and at the time of the meetings of stockholders of the Company and Parent to be held in connection supplement thereto is filed with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplementedSEC, at the time it becomes effective and under the Securities Act or at the time of such meetings of the stockholders of the Company and ParentEffective 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 and (b) the Proxy Statement/Prospectus, including any amendments and supplements thereto, will not, either at the date mailed to the Company's stockholders or at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Joint Proxy Statement/ Prospectus willStatement/Prospectus, as of its mailing dateto 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 laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary with respect and the Registration Statement, other than as to information supplied by the Company, any Company Subsidiary or their respective Representatives, will comply in all material respects with the stockholders provisions of the Company for inclusion thereinSecurities Act and the rules and regulations promulgated thereunder.

Registration Statement and Proxy Statement. None of the ------------------------------------------ information to be supplied by Parent or its subsidiaries Sub for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under or the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Merger proxy statement/prospectus included therein (such registration statement, together with any amendments thereofor supplements thereto, being the "Registration Statement"), or (b) the proxy statement to be distributed in connection with the Company's and Parent's meetings of their respective stockholders to vote upon this Agreement and the transactions contemplated hereby (the "Proxy Statement" and, together with ") ---------------- relating to the prospectus included Adviser Meeting (as defined in Section 5.1) will (i) in the case of the Registration Statement, at the "Joint Proxy Statement/Prospectus"time it becomes effective, 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 or (ii) will, in the case of the Proxy Statement or any amendments thereof or supplements theretoStatement, at the time of the mailing of the Proxy Statement and any amendments or supplements theretoStatement, and at the time of the meetings of stockholders of the Company and Parent to be held in connection with the transactions contemplated by this Agreement, or, in the case of the Registration Statement, as amended or supplemented, at the time it becomes effective Shareholder Meeting and at the time of such meetings of the stockholders of the Company and ParentEffective 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 the light of the circumstances under which they are made, not misleading. The Joint If at any time prior to the Effective Time any event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement/ Prospectus willStatement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of its mailing date, the Company. The Registration Statement will comply (with respect to Parent) as to form in all material respects with all applicable laws, including the provisions of the Securities Act Act, and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Subsidiary Proxy Statement will comply (with respect to information supplied by Parent) as to form in all material respects with the Company or the stockholders provisions of the Company for inclusion thereinExchange Act.