Common use of Registration Statement; Joint Proxy Statement Clause in Contracts

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly soon as practicable after following the date of this Agreement, the Partnership and Parent and the Company shall will prepare and cause to be filed with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent shall will prepare and cause to be filed Parent will file with the SEC the Form S-4 Registration Statement, in Statement (which shall include the Joint Proxy Statement will be included as a prospectusStatement). Each of the Partnership and Parent and the Company shall will use all its reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with such filing and keep the SECRegistration Statement effective for so long as necessary to consummate the transactions contemplated hereby. Each of the Partnership and the Parent will use all its reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, Partnership Unitholders and the Parent Stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each Parent shall also take any action required to be taken under any applicable state or provincial securities Law in connection with the issuance and reservation of the Company New Common Shares, and Parent the Partnership shall promptly furnish to the other all information concerning the Acquired Corporations Partnership and the Company's shareholders and the Parent Corporations, respectively, that holders of Partnership Units or a beneficial interest therein as may be required or reasonably requested in connection with any action contemplated by this Section 5.1such action. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC No filing of, or its staff and of any request by the SEC or its staff for any amendment or supplement to to, the Form S-4 Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by the Partnership or for any other information Parent without providing the Other Parties a reasonable opportunity to review and shall supply comment thereon; provided, that the other Partnership Parties, in connection with copies of all correspondence between such party and a Partnership Change in Recommendation, or Parent, in connection with a Parent Change in Recommendation, may amend or supplement the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) to effect such change if, and to the extent, such amendment or supplement is required by applicable Law. If at any time prior to the time Effective Time any information relating to the Form S-4 Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either the Registration Statement is declared effective, (ii) at the time or the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the CompanyStatement, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) at the Effective Time, contain so that any untrue statement such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or , the Company becomes aware of any information, Party that should be disclosed in discovers such information will promptly notify the Other Parties and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the Form S-4 extent required by Law, disseminated to the Partnership Unitholders or Parent Stockholders. The Parties will notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Registration Statement or for additional information and will supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement, then Parent the Registration Statement or the Company, as the case may be, shall promptly inform the Company or Parent thereof transactions contemplated hereby and shall cooperate with the other in filing such amendment or supplement with (ii) all orders of the SEC and, if appropriate, in mailing such amendment or supplement relating to the shareholders of the Company or the stockholders of ParentRegistration Statement. (b) Prior Subject to Section 7.2(d) and the termination of this Agreement pursuant to Article IX, including pursuant to Section 9.1(j), the Partnership will, as soon as reasonably practicable following the Registration Statement being declared effective by the SEC, establish a record date for, duly call, give notice of, convene and hold, the Partnership Meeting. Except as permitted by Section 7.3, the Joint Proxy Statement shall include the Partnership Board’s recommendation that the Partnership Unitholders approve this Agreement and the transactions contemplated hereby, including the Merger (the “Partnership Board Recommendation”). Subject to the Effective Timetermination of this Agreement pursuant to Article IX, the Partnership’s obligations to call, give notice of and hold the Partnership Meeting in accordance with Section 7.2 shall not be limited by the making, commencement, disclosure, announcement or submission of any Superior Proposal or Alternative Proposal, or by any Partnership Change in Recommendation. Without limiting the generality of the foregoing, the Partnership agrees that: (i) unless this Agreement is validly terminated in accordance with Article IX (including, if applicable, upon payment of the Termination Fee and the Expenses), the Partnership shall not submit any Superior Proposal to a vote of the Partnership Unitholders; and (ii) it shall not (without Parent’s prior written consent) adjourn, postpone or cancel (or propose, publicly or otherwise, or resolve to, to adjourn, postpone or cancel) the Partnership Meeting, except (iii) in the absence of proxies sufficient to obtain the Partnership Unitholder Approval, to solicit additional proxies for the purpose of obtaining Partnership Unitholder Approval, (iv) in the absence of a quorum, or (v) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Partnership has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Partnership Unitholders prior to Partnership Meeting, such additional time not to exceed ten (10) calendar days. Notwithstanding anything to the contrary in this Agreement, if there occurs a Partnership Change in Recommendation, the Partnership shall remain required to call, hold and convene the Partnership Meeting unless this Agreement has been terminated in accordance with its terms. (c) Subject to Section 7.2(d) and the termination of this Agreement pursuant to Article IX, Parent will, as soon as reasonably practicable following the Registration Statement being declared effective by the SEC, establish a record date for, duly call, give notice of, convene and hold, the Parent Meeting Except as permitted by Section 7.3, the Joint Proxy Statement shall use reasonable efforts to obtain all regulatory approvals needed to ensure include the Parent Board’s recommendation that the Parent Common Stock Stockholders approve the Parent Share Issuance (the “Parent Board Recommendation”). Without limiting the generality of the foregoing, the Parent agrees that it shall not (without Partnership’s prior written consent) adjourn, postpone or cancel (or propose, publicly or otherwise, or resolve to, to be issued in adjourn, postpone or cancel) the Merger Parent Meeting, except (i) will in the absence of proxies sufficient to obtain the Parent Stockholder Approval, to solicit additional proxies for the purpose of obtaining Parent Stockholder Approval, (ii) in the absence of a quorum, or (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Parent has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be registered or qualified under disseminated and reviewed by the securities law Parent Stockholders prior to Parent Meeting, such additional time not to exceed ten (10) calendar days. Notwithstanding anything to the contrary in this Agreement, if there occurs a Parent Change in Recommendation, the Parent shall remain required to call, hold and convene the Parent Meeting unless this Agreement has been terminated in accordance with its terms. (d) The parties shall use their reasonable best efforts to hold the Parent Meeting, the Partnership Meeting and the meeting of every jurisdiction APL’s unitholders held for the purpose of theapproving the APL Merger Agreement and the APL Merger on the same day at the same time as soon as reasonably practicable after the date of this Agreement, and to set the same record date for each such meeting.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement Statement, and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a part of the prospectus. Each of Parent and the Company shall use all its reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholdersstockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities ActAct but in each case within five business days thereafter. Each of the The Company and Parent shall promptly furnish to the other Parent all information concerning the Acquired Constituent Corporations and the Company's shareholders and the Parent Corporations, respectively, stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each If any event relating to any of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC Constituent Corporations occurs, or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, Company shall promptly inform the Company or Parent thereof and shall cooperate with the other Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company or the stockholders of ParentCompany. (b) Prior to the Effective Time, Parent shall use its reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of thethe United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that Parent shall not be required to (i) qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified, or (ii) file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement Statement/Prospectus and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement Statement/Prospectus to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to Parent's ’s stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company's ’s shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the The Company and Parent shall promptly furnish to the other Parent all information concerning the Acquired Corporations and the Company's ’s shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each If any event relating to any of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC Acquired Corporations occurs, or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then Parent or the Company, as the case may be, Company shall promptly inform the Company or Parent thereof and shall cooperate with the other Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of ParentCompany. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of thethe United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Shareholders’ Meeting; provided, however, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of Parent (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of Parent Common Stock to be issued to Company's stockholders pursuant to the Merger and (ii) the joint proxy statement with respect to the Merger relating to the special meetings of Company's stockholders to be held to consider approval of this Agreement and the Merger (the "Company Stockholders' Meeting") and of Parent's stockholders to be held to consider approval of the issuance of Parent Common Stock (the "Share Issuance") to Company's stockholders pursuant to the Merger (the "Parent Stockholders' Meeting") (together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause be provided to be filed the NNM in accordance with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectusits rules. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as Statement. As promptly as practicable after it is filed with the SECeffective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the stockholders of Company and of Parent. Parent will use all reasonable efforts to Each of the parties hereto shall cause the Joint Proxy Statement to be mailed comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NNM. (b) The Joint Proxy Statement shall include (i) the approval of the Merger and the recommendation of the board of directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the board of directors of the Company to withdraw its recommendation and recommend a Superior Proposal in compliance with Section 6.04 of this Agreement, and (ii) the opinion of Xxxxxxxxx Xxxxxxxx referred to in Section 4.19; provided, however, that the board of directors of Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement shall include (A) the approval of the Share Issuance and the recommendation of the board of directors of Parent to Parent's stockholdersstockholders that they vote in favor of approval of the Share Issuance, and (B) the Company will use all reasonable efforts opinion of Xxxxxxx Sachs referred to cause in Section 5.08. (c) No amendment or supplement to the Joint Proxy Statement to be mailed to or the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under shall be made without the Securities Actapproval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the Company and Parent parties hereto shall promptly furnish to advise the other all information concerning parties hereto, promptly after it receives notice thereof, of the Acquired Corporations and time when the Company's shareholders and Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The comments thereon and responses thereto or requests by the SEC for additional information. (d) None of the information supplied by each of Parent and the Company for inclusion or incorporation by reference in the Form S-4 Registration Statement and or the Joint Proxy Statement shall not (i) shall, at the time respective times filed with the Form S-4 Registration Statement is declared effectiveSEC or other regulatory agency and, in addition, (iiA) at in the time case of the Joint Proxy Statement is first Statement, at the date it or any amendments or supplements thereto are mailed to the shareholders and shareholders stockholders of Parent and the Company, respectively, (iii) at the time of the Company Stockholders' Meeting, at the time of the Parent Shareholders' Meeting and at the time Effective Time and (B) in the case of the Parent Stockholders' MeetingRegistration Statement, when it becomes effective under the Securities Act and (iv) 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, in light of the circumstances under which they were are made, not misleading. If Parent at any time prior to the Effective Time any event or the circumstance relating to Company becomes aware of or any informationCompany Subsidiary, or their respective officers or directors, should be discovered by Company that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, Company shall promptly inform the Parent. All documents that Company or Parent thereof and shall cooperate with the other in is responsible for filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement connection with the Merger will comply as to form in all material respects with the shareholders applicable requirements of the Company or rules and regulations of the stockholders of ParentSecurities Act and the Exchange Act. (be) Prior None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of Parent and Company, at the time of Company Stockholders' meeting, at the time of the Parent Shareholders' Meeting and at the Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform Company. All documents that Parent is responsible for filing with the Parent Common Stock to be issued SEC in connection with the Merger (i) will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction the rules and regulations of thethe Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Merger Agreement, Parent and in any event, within twenty-five days thereafter, Veeco and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent Veeco shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Veeco and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent Veeco will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to ParentVeeco's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholdersstockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the The Company and Parent Veeco shall promptly furnish to the other one another all information concerning the Acquired Corporations and the Company's shareholders stockholders and the Parent Corporations, respectively, Veeco and Veeco's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.15.22. Each If any event relating to any of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC Acquired Corporations occurs, or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, Company shall promptly inform the Company or Parent Veeco thereof and shall cooperate with the other Veeco in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company. If any event relating to Veeco occurs, or if Veeco becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Veeco shall promptly inform the Company thereof and shall cooperate with the Company in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of ParentVeeco. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC the proxy statement (such proxy statement, as amended or supplemented from time to time, being the “Joint Proxy Statement Statement”) to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (including any adjournments or postponements thereof, the “Company Stockholder Meeting”) to be held to consider adoption of this Agreement and simultaneously to be sent to the shareholders of Parent relating to the meeting of Parent’s shareholders (including any adjournments or thereafter postponements thereof, the “Parent Shareholder Meeting”) to be held to vote on the Parent Share Issuance, and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement, ”) in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company each shall use all their reasonable best efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws or requirement of the NYSE in connection with the Parent Share Issuance. The Company and Parent shall furnish all information reasonably requested by the other party for inclusion in each of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Joint Proxy Statement to its stockholders and Parent shall mail the Joint Proxy Statement to its shareholders. (b) Except as provided in Section 7.05(d) or Section 7.05(e), the Company covenants that neither the Company Board nor any committee thereof shall withdraw, qualify, modify or amend, or propose to withdraw, qualify, modify or amend, in any manner adverse to Parent or Merger Sub, the approval or recommendation by the Company Board or any committee thereof of this Agreement or the Merger (the “Company Recommendation”), or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any such actions being a “Change in Company Recommendation”), and the Joint Proxy Statement shall include the recommendation of the Company Board to comply the stockholders of the Company in favor of adoption of this Agreement. (c) Parent covenants that neither the Parent Board nor any committee thereof shall withdraw, qualify, modify or amend, or propose to withdraw, qualify, modify or amend, in any manner adverse to the Company, the approval or recommendation by the Parent Board or any committee thereof of the Parent Share Issuance (the “Parent Recommendation”), or take any action, or make any public statement, filing or release inconsistent with the rules Parent Recommendation (any such actions being a “Change in Parent Recommendation”), and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement shall include the recommendation of the Parent Board to the shareholders of Parent in favor of approval of the Parent Share Issuance; provided, that Parent shall not have any obligation under the foregoing provision of this Section 7.01(c) if the Parent Board determines, in its good faith judgment prior to the time of the Parent Shareholder Meeting and after consultation with outside legal counsel, that the failure to make a Change in Parent Recommendation would be mailed inconsistent with the directors’ exercise of their fiduciary obligations to Parent's stockholdersParent and its shareholders under applicable Law, in which event the Parent Board may make a Change in Parent Recommendation, but only after (i) providing written notice to the Company advising the Company of its intention to make a Change in Parent Recommendation at least five (5) calendar days prior to effecting such Change in Parent Recommendation and (ii) negotiating, and causing its financial advisors and outside counsel to negotiate, with the Company will use all reasonable efforts in good faith during such five-day period (to cause the extent the Company desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that the failure to make a Change in Parent Recommendation would no longer be inconsistent with the directors’ exercise of their fiduciary obligations to Parent and its shareholders under applicable Law. (d) No amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be mailed unreasonably withheld or delayed) and without providing a reasonable opportunity to review and comment thereof. Parent and the Company's shareholdersCompany each will advise the other, as promptly as practicable after they receive notice thereof, of the Form S-4 time when the Registration Statement is declared has become effective under the Securities Act. Each or any supplement or amendment has been filed, of the Company and Parent shall promptly furnish to issuance of any stop order, of the other all information concerning suspension of the Acquired Corporations and the Company's shareholders and qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Shares issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied comments thereon and responses thereto or requests by each of the SEC for additional information, and Parent and the Company shall cooperate to prepare appropriate responses to the SEC to such comments and make such modifications for the Registration Statement as shall be reasonably appropriate and to the extent required by applicable Law. (e) Parent represents that the information supplied by Parent for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders stockholders of the Company and shareholders of Parent and the Company, respectivelyParent, (iii) at the time of the Company Shareholders' Meeting and at Stockholder Meeting, (iv) the time of the Parent Stockholders' Shareholder Meeting, and (ivv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of thenot

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent (i) Viacom and the Company CBS shall prepare cooperate in preparing and each shall cause to be filed with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement Statement") relating to the meetings of Viacom's and simultaneously or thereafter Parent CBS's stockholders to be held to consider approval and adoption of this Agreement and the Viacom Proposals and (ii) Viacom shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Viacom Class B Common Stock to be issued to the shareholders of CBS pursuant to the Merger. Each of Parent Viacom and the Company CBS shall use all its reasonable best efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Viacom shall use reasonable best efforts to take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Viacom Class B Common Stock pursuant to the Merger. Each of Viacom and CBS shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SECStatement. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as As promptly as practicable after the Form S-4 Registration Statement shall have become effective, each of Viacom and CBS shall mail the Proxy Statement to its stockholders and to its shareholders, respectively. Each of Viacom and CBS shall also promptly file, use reasonable best efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders and shareholders, respectively, any amendment to the Registration Statement or Proxy Statement which may become necessary after the date the Registration Statement is declared effective effective. (i) The Proxy Statement shall include the recommendation of the Board of Directors of Viacom to the stockholders of Viacom in favor of approval of the Viacom Proposals; provided, however, that the Board of Directors of Viacom may take or disclose to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Securities ActExchange Act or make any disclosure required under applicable Law and may, prior to the date of its Stockholders' Meeting, withdraw, modify, or change any such recommendation to the extent that the Board of Directors of Viacom determines in good faith that such withdrawal, modification or change is required in order to comply with its fiduciary duties to Viacom's stockholders under applicable Law after receiving advice from independent legal counsel (who may be Viacom's regularly engaged outside legal counsel). (ii) The Proxy Statement shall include the recommendation of the Board of Directors of CBS to the shareholders of CBS in favor of adoption of this Agreement; provided, however, that the Board of Directors of CBS may take or disclose to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or make any disclosure required under applicable Law and may, prior to the date of its Stockholders' Meeting, withdraw, modify, or change any such recommendation to the extent that the Board of Directors of CBS determines in good faith that such withdrawal, modification or change is required in order to comply with its fiduciary duties under applicable Law after receiving advice from independent legal counsel (who may be CBS's regularly engaged outside legal counsel). (c) Notwithstanding any withdrawal, modification or change in any approval or recommendation of the Board of Directors of CBS or Viacom, as the case may be, each of CBS and Viacom agree to hold their respective Stockholders Meeting in accordance with the time period specified in Section 6.02. (d) No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Viacom or CBS without the approval of the other party, which shall not be unreasonably withheld or delayed. Each of Viacom and CBS will advise the Company and Parent shall other, promptly furnish to after it receives notice thereof, of the other all information concerning time when the Acquired Corporations and Registration Statement has become effective or any supplement or amendment has been filed, the Company's shareholders and issuance of any stop order, the Parent Corporations, respectively, that may be required or reasonably requested suspension of the qualification of the Viacom Class B Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC for amendment of the Proxy Statement or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or for any other information and shall supply the other with copies of all correspondence between such party and requests by the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. for additional information. (e) The information supplied by each of Parent and the Company CBS for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement (including by incorporation by reference) shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders stockholders and shareholders of Parent Viacom and the CompanyCBS, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' MeetingMeetings (as hereinafter defined), and (iv) 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, in light of the circumstances under which they were made, therein not misleading. If Parent at any time prior to the Effective Time any event or the Company becomes aware circumstance relating to CBS or any of any informationits subsidiaries, that or their respective officers or directors, should be disclosed discovered by CBS which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, CBS shall promptly inform the Company or Parent thereof and shall cooperate with the other in Viacom. All documents that CBS is responsible for filing such amendment or supplement with the SEC andin connection with the Merger will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (f) The information supplied by Viacom for inclusion in the Registration Statement and the Proxy Statement (including by incorporation by reference) shall not, if appropriateat (i) the time the Registration Statement is declared effective, in mailing such (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Viacom and the shareholders of CBS, (iii) the Company or time of each of the stockholders of Parent. Stockholders' Meetings, and (biv) Prior to the Effective Time, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to Viacom or any of its subsidiaries, or their respective officers or directors, should be discovered by Viacom which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Viacom shall promptly inform CBS. All documents that Viacom is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (g) Viacom and CBS each hereby (i) consents to the use of its name and, on behalf of its subsidiaries and affiliates, the names of such subsidiaries and affiliates and to the inclusion of financial statements and business information relating to such party and its subsidiaries and affiliates (in each case, to the extent required by applicable securities laws) in any registration statement or proxy statement prepared by Viacom, CBS or any person or entity with which Viacom or CBS, consistent with their obligations under this Agreement, has entered into, or may prior to the Effective Time enter into, a definitive acquisition agreement, (ii) agrees to use its reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock written consent of any person or entity retained by it which may be required to be issued named (as an expert or otherwise) in such registration statement or proxy statement; provided, that such party shall not be required to make any material payment to such person or entity in connection with such party's efforts to obtain any such consent, and (iii) agrees to cooperate, and agrees to use its reasonable best efforts to cause its subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the Merger parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, to be disclosed by applicable securities laws in any such registration statement or proxy statement. (h) CBS and Viacom will be registered or qualified use their best efforts to complete the pro forma financial statements with respect to the Merger, in a form suitable for filing in connection with a registration statement under the securities law Securities Act, as soon as possible, and in any event within 10 days after the execution of every jurisdiction of thethis Agreement. (i) CBS shall consult with Viacom, and provide Viacom reasonable opportunity to review and comment on, and CBS and Viacom will use their respective reasonable best efforts to agree on, CBS's and Infinity's accounting for the Pending Transactions.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after following the date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the registration statement on Form S-4 of Parent (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of Parent Common Stock to be issued to the Company's stockholders pursuant to the Merger and (ii) the joint proxy statement with respect to the Merger relating to the Company Stockholders' Meeting and the Parent Stockholders' Meeting (together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and be provided to the Nasdaq National Market in accordance with its rules. Each of the Parties shall use all reasonable efforts to cause the Registration Statement to be filed with become effective as promptly as practicable after the SEC date hereof, and, prior to the Form S-4 effective date of the Registration Statement, the Parties shall take all action required under any applicable laws in which connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or the Company, as the case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement will be included as a prospectusStatement. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by on the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement and of any request from the SEC or its staff for amendments or supplements thereto or for additional information and shall not provide to each other promptly copies of all correspondence between Parent, the Company or any of their representatives and advisors and the SEC or its staff. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the stockholders of the Company and of Parent. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and the rules and regulations of the Nasdaq National Market. (b) The Company and Parent shall cooperate in connection with the preparation of the Registration Statement, including by giving (i) at each other and their respective counsel a reasonable opportunity to review and comment on the Registration Statement, each time before such document (or any amendment thereto) is filed with the Form S-4 Registration Statement is declared effectiveSEC, (ii) at reasonable and good faith consideration to any comments made by the other and its counsel, (iii) promptly to the other party and its counsel any comments or other communications, whether written or oral, such party or its counsel may receive from time to time from the SEC with respect to the Joint Proxy Statement, (iv) a reasonable opportunity to participate in the response to those comments by giving (A) the other party and its counsel a reasonable opportunity to review and comment on the SEC comments and proposed response, (B) reasonable and good faith consideration to any comments made by the other party and its counsel, and (C) the opportunity to participate in any discussions or meetings with the SEC. (c) The Joint Proxy Statement shall include (i) with respect to the Company and its stockholders, the approval of the Merger and the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the Company's rights under Sections 5.3 and 6.2(e), and (ii) with respect to Parent and its stockholders, the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance. (d) No amendment or supplement to the Joint Proxy Statement is first mailed to or the shareholders and shareholders Registration Statement shall be made without the approval of Parent and the Company, respectivelywhich approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (e) None of the information supplied by the Company for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (iiii) in the case of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of the Company and Parent, at the time of the Company ShareholdersStockholders' Meeting and Meeting, at the time of the Parent Stockholders' Meeting, Meeting and at the Effective Time and (ivB) in the case of the Registration Statement, when it becomes effective under the Securities Act 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, in light of the circumstances under which they were are made, not misleading. If Parent at any time prior to the Effective Time any event or circumstance relating to the Company becomes aware or any Subsidiary of any informationthe Company, or their respective officers or directors, should be discovered by the Company that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, Company shall promptly inform Parent. All documents that the Company or Parent thereof and shall cooperate with the other in is responsible for filing such amendment or supplement with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the Securities Act and the Exchange Act. (f) None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, if appropriatein addition, (i) in mailing such amendment the case of the Joint Proxy Statement, at the date it or supplement any amendments or supplements thereto are mailed to the shareholders stockholders of the Company and Parent, at the time of the Company Stockholders' Meeting, at the time of the Parent Stockholders' Meeting and at the Effective Time and (ii) in the case of the Registration Statement, when it becomes effective under the Securities Act 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 stockholders statements therein, in light of Parent. (b) Prior the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Subsidiary of Parent, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform the Company. All documents that Parent is responsible for filing with the Parent Common Stock to be issued SEC in connection with the Merger (i) will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction the rules and regulations of thethe Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after Subject to the date accuracy of this Agreementthe representations contained in Section 5.10, Parent and the information supplied by the Company shall prepare and cause or its Subsidiaries for inclusion in the registration statement (the "REGISTRATION STATEMENT") covering the shares of the Buyer's Stock to be filed with issued pursuant to this Agreement shall not, at the SEC time the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a Material fact or omit to respond promptly to state any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement Material fact required to be mailed stated therein or necessary to Parent's stockholders, and make the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statementstatements therein not misleading. The information supplied by each or on behalf of Parent and the Company and its Subsidiaries for inclusion in the Form S-4 Registration Statement joint proxy statement/prospectus to be sent to the shareholders of the Company and the Joint Proxy Statement shall not Buyer to consider, at special meetings (ithe "SHAREHOLDER MEETINGS"), the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT") at will not, on the time the Form S-4 Registration Statement is declared effective, (ii) at the time date the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Companyshareholders, respectively, (iii) at the time of each of the Company Shareholders' Meeting Shareholder Meetings and at the time Effective Time of the Parent Stockholders' Meeting, and (iv) at the Effective TimeMerger, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or at any time prior to the Effective Time of the Merger any event relating to the Company becomes aware or its Subsidiaries or any of any informationtheir Affiliates, officers or directors should be discovered by the Company or its Subsidiaries that should be disclosed set forth in an amendment to the Registration Statement or a supplement to the Form S-4 Joint Proxy Statement, the Company will promptly inform the Buyer. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by the Buyer and its Subsidiaries and Affiliates that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after Each of CBAC and BOE agrees to cooperate in the date preparation of this Agreement, Parent and the Company shall prepare and cause a Registration Statement on Form S-4 to be filed by CBAC with the SEC and any other filings to be made by either Party, including but not limited to the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause Form S-4 to be filed by CBAC with the SEC in connection with CBAC’s acquisition of TFC and filings of Current Reports on Form 8-K, with the Form S-4 Registration StatementSEC or any other Regulatory Authority, in which connection with the Joint Proxy Statement will be included as a prospectusissuance of CBAC Common Stock in the Merger and the consummation of the Merger. Each of Parent CBAC and the Company shall BOE agrees to use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement be declared effective under the Securities Act as promptly as reasonably practicable after it is filed filing thereof. Each of CBAC and BOE shall furnish to each other all information concerning them that they may reasonably require in connection with the SEC. Parent will Registration Statement. (b) CBAC also agrees to use all reasonable efforts to cause obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Joint Proxy transactions contemplated by this Agreement. BOE agrees to furnish CBAC all information concerning BOE, the Bank, and their respective officers, directors, and stockholders as may be reasonably requested in connection with the foregoing. As a result of the registration of the CBAC Common Stock pursuant to the Registration Statement, such stock shall be freely tradable by the stockholders of BOE except to the extent that the transfer of any shares of CBAC Common Stock received by stockholders of BOE is subject to the provisions of Rule 145 under the Securities Act or restricted under Tax rules. BOE and its counsel shall have a reasonable opportunity to review and comment on the Registration Statement being filed with the SEC and any responses filed with the SEC regarding the Registration Statement. (c) Each of BOE and CBAC agrees, as to itself and its Subsidiaries, that none of the information supplied or to be mailed to Parent's stockholders, and supplied by it for inclusion or incorporation by reference in (i) the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act. Each , 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) none of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each it or any of Parent and the Company its respective Subsidiaries for inclusion or incorporation by reference in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) will at the time date of the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed mailing to the shareholders and shareholders of Parent and the Company, respectively, (iii) its stockholders or at the time of the Company Shareholders' Meeting and at meeting of its stockholders held for the time purpose of obtaining the Parent Stockholders' MeetingBOE Stockholder Approval or the CBAC Stockholder Approval, and (iv) at the Effective Timeas applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. If Parent or Each of BOE and CBAC further agrees that if it shall become aware prior to the Company becomes aware Effective Date of any information, information that should be disclosed would cause any of the statements in an amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement. (d) In the case of CBAC, then Parent CBAC will advise BOE, promptly after CBAC receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, or of the issuance of any stop order or the Companysuspension of the qualification of the CBAC Common Stock for offering or sale in any jurisdiction, as of the case may beinitiation or threat of any proceeding for any such purpose, shall promptly inform or of any request by the Company or Parent thereof and shall cooperate with SEC for the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company Registration Statement or the stockholders of Parentfor additional information. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after Subject to the date accuracy of this Agreementthe representations contained in Section 5.9, Parent and the information supplied by the Company shall prepare and cause or its Subsidiaries for inclusion in the registration statement (the "Registration Statement") covering the shares of the Buyer's Stock to be filed with issued pursuant to this Agreement shall not, at the SEC time the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a Material fact or omit to respond promptly to state any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement Material fact required to be mailed stated therein or necessary to Parent's stockholders, and make the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statementstatements therein not misleading. The information supplied by each or on behalf of Parent and the Company and its Subsidiaries for inclusion in the Form S-4 Registration Statement joint proxy statement/prospectus to be sent to the shareholders of each of the Company and the Buyer to consider, at special meetings (each a "Shareholder Meeting" and collectively, the "Shareholder Meetings"), the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement shall not (iStatement") at will not, on the time the Form S-4 Registration Statement is declared effective, (ii) at the time date the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Companyshareholders, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' Meeting, Shareholder Meetings and (iv) at the Effective Time, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or at any time prior to the Effective Time any event relating to the Company becomes aware or its Subsidiaries or any of any informationtheir Affiliates, officers or directors should be discovered by the Company or its Subsidiaries that should be disclosed set forth in an amendment to the Registration Statement or a supplement to the Form S-4 Joint Proxy Statement, the Company will promptly inform the Buyer. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws and the rules and regulations thereunder applicable to the Company. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by the Buyer and its Subsidiaries that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent (i) Viacom and the Company CBS shall prepare cooperate in preparing and each shall cause to be filed with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement Statement") relating to the meetings of Viacom's and simultaneously or thereafter Parent CBS's stockholders to be held to consider approval and adoption of this Agreement and the Viacom Proposal and (ii) Viacom shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Viacom Class B Common Stock (including such shares of Viacom Class B Common Stock into which the Viacom Series C Preferred Stock is convertible) and the shares of Viacom Series C Preferred Stock to be issued to the shareholders of CBS pursuant to the Merger. Each of Parent Viacom and the Company CBS shall use all its reasonable best efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Viacom shall use reasonable best efforts to take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Viacom Class B Common Stock (including such shares of Viacom Class B Common Stock into which the Viacom Series C Preferred Stock is convertible) and the shares of Viacom Series C Preferred Stock pursuant to the Merger. Each of Viacom and CBS shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SECStatement. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as As promptly as practicable after the Form S-4 Registration Statement shall have become effective, each of Viacom and CBS shall mail the Proxy Statement to its stockholders and to its shareholders, respectively. Each of Viacom and CBS shall also promptly file, use reasonable best efforts to cause to become effective as promptly as practicable and, if required, mail to its stockholders and shareholders, respectively, any amendment to the Registration Statement or Proxy Statement which may become necessary after the date the Registration Statement is declared effective effective. (i) The Proxy Statement shall include the recommendation of the Board of Directors of Viacom to the stockholders of Viacom in favor of approval of the Viacom Proposal; provided, however, that the Board of Directors of Viacom may take or disclose to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Securities ActExchange Act or make any disclosure required under applicable Law and may, prior to the date of its Stockholders' Meeting, withdraw, modify, or change any such recommendation to the extent that the Board of Directors of Viacom determines in good faith that such withdrawal, modification or change is required in order to comply with its fiduciary duties to Viacom's stockholders under applicable Law after receiving advice from independent legal counsel (who may be Viacom's regularly engaged outside legal counsel). (ii) The Proxy Statement shall include the recommendation of the Board of Directors of CBS to the shareholders of CBS in favor of adoption of this Agreement; provided, however, that the Board of Directors of CBS may take or disclose to its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or make any disclosure required under applicable Law and may, prior to the date of its Stockholders' Meeting, withdraw, modify, or change any such recommendation to the extent that the Board of Directors of CBS determines in good faith that such withdrawal, modification or change is required in order to comply with its fiduciary duties under applicable Law after receiving advice from independent legal counsel (who may be CBS's regularly engaged outside legal counsel). (c) Notwithstanding any withdrawal, modification or change in any approval or recommendation of the Board of Directors of CBS or Viacom, as the case may be, each of CBS and Viacom agree to hold their respective Stockholders Meeting in accordance with the time period specified in Section 6.02. (d) No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Viacom or CBS without the approval of the other party, which shall not be unreasonably withheld or delayed. Each of Viacom and CBS will advise the Company and Parent shall other, promptly furnish to after it receives notice thereof, of the other all information concerning time when the Acquired Corporations and Registration Statement has become effective or any supplement or amendment has been filed, the Company's shareholders and issuance of any stop order, the Parent Corporations, respectively, that may be required suspension of the qualification of the Viacom Class B Common Stock or reasonably requested the Viacom Series C Preferred Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC for amendment of the Proxy Statement or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or for any other information and shall supply the other with copies of all correspondence between such party and requests by the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. for additional information. (e) The information supplied by each of Parent and the Company CBS for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement (including by incorporation by reference) shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders stockholders and shareholders of Parent Viacom and the CompanyCBS, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' MeetingMeetings (as hereinafter defined), and (iv) 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, in light of the circumstances under which they were made, therein not misleading. If Parent at any time prior to the Effective Time any event or the Company becomes aware circumstance relating to CBS or any of any informationits subsidiaries, that or their respective officers or directors, should be disclosed discovered by CBS which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, CBS shall promptly inform the Company or Parent thereof and shall cooperate with the other in Viacom. All documents that CBS is responsible for filing such amendment or supplement with the SEC andin connection with the Merger will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (f) The information supplied by Viacom for inclusion in the Registration Statement and the Proxy Statement (including by incorporation by reference) shall not, if appropriateat (i) the time the Registration Statement is declared effective, in mailing such (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Viacom and the shareholders of CBS, (iii) the Company or time of each of the stockholders of Parent. Stockholders' Meetings, and (biv) Prior to the Effective Time, 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to Viacom or any of its subsidiaries, or their respective officers or directors, should be discovered by Viacom which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Viacom shall promptly inform CBS. All documents that Viacom is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (g) Viacom and CBS each hereby (i) consents to the use of its name and, on behalf of its subsidiaries and affiliates, the names of such subsidiaries and affiliates and to the inclusion of financial statements and business information relating to such party and its subsidiaries and affiliates (in each case, to the extent required by applicable securities laws) in any registration statement or proxy statement prepared by Viacom, CBS or any person or entity with which Viacom or CBS, consistent with their obligations under this Agreement, has entered into, or may prior to the Effective Time enter into, a definitive acquisition agreement, (ii) agrees to use its reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock written consent of any person or entity retained by it which may be required to be issued named (as an expert or otherwise) in such registration statement or proxy statement; provided that such party shall not be required to make any material payment to such person or entity in connection with such party's efforts to obtain any such consent, and (iii) agrees to cooperate, and agrees to use its reasonable best efforts to cause its subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the Merger parties specified in clause (i) in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, to be disclosed by applicable securities laws in any such registration statement or proxy statement. (h) CBS and Viacom will be registered or qualified use their best efforts to complete the pro forma financial statements with respect to the Merger, in a form suitable for filing in connection with a registration statement under the securities law Securities Act, as soon as possible, and in any event within 10 days after the execution of every jurisdiction of thethis Agreement. (i) CBS shall consult with Viacom, and provide Viacom reasonable opportunity to review and comment on, and CBS and Viacom will use their respective reasonable best efforts to agree on, CBS's and Infinity's accounting for the Pending Transactions.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement Statement") relating to the meetings of the Company's stockholders (the "Company Stockholders' Meeting") and simultaneously or thereafter Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider approval and adoption of this Agreement and the Merger by the Company's stockholders and the approval of the Parent Proposal by Parent's stockholders and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger and to the stockholders of Medical Manager pursuant to the Medical Manager Merger Agreement. Each Parent and the Company each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. The Company shall promptly furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall use all reasonable efforts mail the Proxy Statement to its stockholders. (i) The Proxy Statement shall include the recommendation of the Special Committee to the holders of Company Common Stock in favor of the Company Proposal; provided, however, that the Special Committee may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Special Committee determines in good faith after consultation with outside legal counsel to the Special Committee that the failure to so withdraw, modify or change its recommendation could reasonably be deemed to cause the Form S-4 Registration Statement and Board of Directors or the Joint Special Committee to breach its fiduciary duties to the holders of Company Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, such a withdrawal, modification or change in such recommendation shall not constitute a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, such a withdrawal, modification or change, in such recommendation shall not relieve the Company in any way whatsoever of its other obligations under this Section 6.01 or its obligations under Section 6.02 of this Agreement. (ii) The Proxy Statement to comply with shall include the rules and regulations promulgated by the SEC, to respond promptly to any comments recommendation of the SEC Parent Board to the holders of Parent Common Stock in favor of approval of the Parent Proposal; provided, however, that the Parent Board may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Parent Board determines in good faith after consultation with outside legal counsel (who may be Parent's regularly engaged outside legal counsel) that the failure to so withdraw, modify or change its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts recommendation could reasonably be deemed to cause the Joint Parent Board to breach its fiduciary duties to the holders of Parent Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, such a withdrawal, modification or change in such recommendation shall not constitute a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, such a withdrawal, modification or change, in such recommendation shall not relieve Parent in any way whatsoever of its other obligations under this Section 6.01 or its obligations under Section 6.02 of this Agreement. (c) No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be mailed to Parent's stockholders, unreasonably withheld or delayed). Parent and the Company will use all reasonable efforts to cause shall each advise the Joint Proxy Statement to be mailed to the Company's shareholdersother, as promptly as practicable after the Form S-4 receipt of notice thereof, of the time when the Registration Statement is declared has become effective under the Securities Act. Each or any supplement or amendment has been filed, of the Company and Parent shall promptly furnish to issuance of any stop order, of the other all information concerning suspension of the Acquired Corporations and the Company's shareholders and qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC for amendment of the Proxy Statement or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or for any other information and shall supply the other with copies of all correspondence between such party and requests by the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. for additional information. (d) The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of the Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' Meeting, Meetings and (iv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of If, at any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Parent shall use reasonable efforts promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to obtain form in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The information supplied by the Company for inclusion in the Merger Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and Parent, (iii) the time of each of the Stockholders' Meetings and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction of thethe Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement Statement") relating to the meetings of the Company's stockholders (the "Company Stockholders' Meeting") and simultaneously or thereafter Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider approval of this Agreement and the issuance of shares of Parent Common Stock pursuant to the terms of the Merger and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each Parent and the Company each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall use all reasonable efforts mail the Proxy Statement to its stockholders. (i) The Proxy Statement shall include the recommendation of the Board of Directors of the Company to the holders of Company Common Stock in favor of approval of this Agreement; provided, however, that the Board of Directors of the Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of the Company determines in good faith after consultation with independent legal counsel (who may be the Company's regularly engaged independent legal counsel) that the failure to so withdraw, modify or change its recommendation could reasonably be deemed to cause the Form S-4 Registration Statement and Board of Directors of the Joint Company to breach its fiduciary duties to the holders of Company Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, such a withdrawal, modification or change in such recommendation shall not constitute a breach of this Agreement by the Company. (ii) The Proxy Statement to comply with shall include the rules and regulations promulgated by the SEC, to respond promptly to any comments recommendation of the SEC Board of Directors of Parent to the holders of Parent Common Stock in favor of approval of the Parent Proposals; provided, however, that the Board of Directors of Parent may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of Parent determines in good faith after consultation with independent legal counsel (who may be Parent's regularly engaged independent legal counsel) that the failure to so withdraw, modify or change its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts recommendation could reasonably be deemed to cause the Joint Board of Directors of Parent to breach its fiduciary duties to the holders of Parent Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, such a withdrawal, modification or change in such recommendation shall not constitute a breach of this Agreement by Parent. (c) No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be mailed to Parent's stockholders, unreasonably withheld or delayed). Parent and the Company will use all reasonable efforts to cause shall each advise the Joint Proxy Statement to be mailed to the Company's shareholdersother, as promptly as practicable after the Form S-4 receipt of notice thereof, of the time when the Registration Statement is declared has become effective under the Securities Act. Each or any supplement or amendment has been filed, of the Company and Parent shall promptly furnish to issuance of any stop order, of the other all information concerning suspension of the Acquired Corporations and the Company's shareholders and qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC for amendment of the Proxy Statement or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or for any other information and shall supply the other with copies of all correspondence between such party and requests by the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. for additional information. (d) The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of the Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' Meeting, Meetings and (iv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of If, at any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Parent shall use reasonable efforts promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to obtain form in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The information supplied by the Company for inclusion in the Merger Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and Parent, (iii) the time of each of the Stockholders' Meetings and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction of thethe Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable (and in any event within 25 Business Days) after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement Statement/Prospectus in preliminary form and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectusincluded. Each of Parent and the Company shall use all their reasonable best efforts to to: (i) cause the Form S-4 Registration Statement and the Joint Proxy Statement Statement/Prospectus to comply with the applicable, forms, rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff staff; and to (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all its reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to Parent's stockholders’s shareholders, and the Company will use all its reasonable best efforts to cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Company's shareholders’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the The Company and Parent shall promptly furnish to the other Parent all information concerning the Acquired Corporations Companies and the Company's shareholders and the Parent Corporations, respectively, ’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of If any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then Parent or the Company, as the case may be, such party: (A) shall promptly inform the Company other party thereof; (B) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or Parent thereof and shall cooperate supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (C) shall provide the other in filing party with a copy of such amendment or supplement promptly after it is filed with the SEC and, SEC; and (D) if mailing is appropriate, shall cooperate in mailing such amendment or supplement to the shareholders stockholders of the Company or the stockholders shareholders of Parent. (b) Prior to the Effective Time, Parent and the Company shall use their respective reasonable best efforts to obtain take all regulatory approvals needed other action required to ensure that be taken under the Securities Act and the rules and regulations of the SEC thereunder, the Exchange Act and the rules and regulations of the SEC thereunder or any applicable state securities or “blue sky” laws and the rules and regulations thereunder in connection with the issuance, exchange and listing of Parent Common Stock Shares to be issued in the Merger (i) will Merger; provided, however, that Parent shall not be registered required to qualify to do business in any jurisdiction in which it is not now so qualified or qualified under the securities law file a general consent to service of every jurisdiction of theprocess in any jurisdiction.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement Statement”) relating to the respective meetings of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider approval of the Merger and simultaneously adoption of this Agreement and of the Parent stockholders (the “Parent Stockholders’ Meeting”) to be held to obtain (x) the Parent Share Issuance Stockholder Approval and (y) the approval of the stockholders of Parent to adopt an amendment to Parent’s Certificate of Incorporation to effect a reverse split of the Parent Common Shares, in a ratio of either 1-for-5 or thereafter 1-for-6 (any such split, the “Parent Reverse Stock Split”), and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the ”Registration Statement, ”) in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use all its reasonable best efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable and, prior to the effective date of the Registration Statement, Parent shall use its reasonable best efforts to take all or any action required under any applicable federal or state securities laws in connection with the issuance of Parent Common Shares pursuant to the Merger. Each of Parent and the Company shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Joint Proxy Statement to comply with their respective stockholders. (b) The Joint Proxy Statement shall include the rules unanimous recommendation of the Board of Directors of the Company to the stockholders of the Company to vote in favor of the adoption of this Agreement and, subject to paragraph (c) of this Section 6.01, neither the Board of Directors of the Company nor any committee thereof shall withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of the Company that the Company’s stockholders adopt this Agreement; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company from fulfilling its duty of candor or disclosure to the stockholders of the Company under applicable law. For purposes of this Agreement, such recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if such recommendation shall no longer be unanimous. (c) Prior to the adoption and regulations promulgated approval of this Agreement and the approval of the Merger by the SEC, to respond promptly to any comments requisite vote of the SEC stockholders of the Company, nothing in this Agreement shall prevent the Company’s Board of Directors from withholding, withdrawing, amending, modifying or changing its staff unanimous recommendation in favor of the Merger if (i) a Superior Proposal (as defined in Section 6.05 below) is made to the Company and is not withdrawn, (ii) the Company shall have provided written notice to have the Form S-4 Registration Statement declared effective under the Securities Act Parent as promptly as practicable (and, in any event, within one business day) advising Parent that the Company has received a Superior Proposal, specifying the terms and conditions of such Superior Proposal in reasonable detail and identifying the person or entity making such Superior Proposal (a “Notice of Superior Proposal”), (iii) Parent shall not have, within three business days of Parent’s receipt of the Notice of Superior Proposal, made an offer that the Company’s Board of Directors determines in its good faith judgment to be at least as favorable to the Company and its stockholders as such Superior Proposal (it being agreed that the Company’s Board of Directors shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes in good faith, after it consultation with its outside legal counsel, that, in light of such Superior Proposal, the withholding, withdrawal, amendment, modification or change of such recommendation is filed required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the SECCompany and its stockholders under applicable Law and (v) the Company shall not have violated any of the restrictions set forth in Section 6.05 or this Section 6.01(c). Parent will The Company shall use all its commercially reasonable efforts to cause provide Parent with at least two business days’ notice of any meeting of the Company’s Board of Directors at which the Company’s Board of Directors is reasonably expected to consider any Competing Transaction (as defined in Section 6.05 below). (d) The Joint Proxy Statement shall include the unanimous recommendation of the Board of Directors of Parent to the stockholders of Parent to vote in favor of approving (i) the issuance of the Parent Common Shares pursuant to the Merger and (ii) the Parent Reverse Stock Split and neither the Board of Directors of Parent nor any committee thereof shall withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to the Company, the unanimous recommendation of the Board of Directors of Parent that the stockholders of Parent vote in favor of and approve the issuance of the Parent Common Shares pursuant to the Merger; provided, however, that the foregoing shall not prohibit the Board of Directors of Parent from fulfilling its duty of candor or disclosure to the stockholders of Parent under applicable law. For purposes of this Agreement, such recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the Company if such recommendation shall no longer be unanimous. (e) No amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be mailed to Parent's stockholders, unreasonably withheld or delayed). Each of Parent and the Company will use all reasonable efforts to cause advise the Joint Proxy Statement to be mailed to other, promptly after it receives notice thereof, of the Company's shareholders, as promptly as practicable after time at which the Form S-4 Registration Statement is declared has become effective under the Securities Act. Each or any supplement or amendment has been filed, of the Company and Parent shall promptly furnish to issuance of any stop order, of the other all information concerning suspension of the Acquired Corporations and the Company's shareholders and qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Shares issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information. (f) The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of Parent and the Company, respectively, (iii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, (iv) the time of the Company Shareholders' Meeting and at Stockholders’ Meeting, (v) the time of the Parent Stockholders' Meeting, ’ Meeting and (ivvi) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of If, at any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement should be discovered by Parent, Parent shall use reasonable efforts promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to obtain form and substance in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued applicable requirements of the Securities Act and the Exchange Act. (g) The information supplied by the Company for inclusion in the Merger Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, (iv) the time of the Company Stockholders’ Meeting, (v) the time of the Parent Stockholders’ Meeting and (vi) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement should be discovered by the Company, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will be registered or qualified under comply as to form and substance in all material respects with the securities law applicable requirements of every jurisdiction of thethe Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent (i) BioSante and the Company shall prepare and cause to be filed file with the SEC the proxy statement (such proxy statement, as amended or supplemented from time to time, being the “Joint Proxy Statement Statement”) to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (including any adjournments or postponements thereof, the “Company Stockholder Meeting”) to be held to consider adoption of this Agreement and simultaneously to be sent to the stockholders of BioSante relating to the meeting of BioSante’s stockholders (including any adjournments or thereafter Parent postponements thereof, the “BioSante Stockholder Meeting”) to be held to vote on the adoption of this Agreement and approval of the BioSante Share Issuance, and (ii) BioSante shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments and supplements thereto, the “Registration Statement, ”) in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the issuance of the BioSante Common Shares to the stockholders of the Company pursuant to the Merger. Each of Parent BioSante and the Company each shall use all their reasonable best efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable and, prior to the effective date of the Registration Statement, BioSante shall use reasonable best efforts to take all or any action required under any applicable federal or state securities Law or requirement of NASDAQ in connection with the BioSante Share Issuance. The Company and BioSante shall furnish all information reasonably requested by the other party for inclusion in each of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Joint Proxy Statement to its stockholders and BioSante shall mail the Joint Proxy Statement to its stockholders. (b) Except as provided in Section 7.05(d) or Section 7.05(e), the Company covenants that neither the Company Board nor any committee thereof shall withdraw, qualify, modify or amend, or publicly propose to withdraw, qualify, modify or amend, in any manner adverse to BioSante, the approval or recommendation by the Company Board or any committee thereof of this Agreement or the Merger (the “Company Recommendation”), or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation (any such actions being a “Change in Company Recommendation”), and the Joint Proxy Statement shall include the recommendation of the Company Board to comply the stockholders of the Company in favor of adoption of this Agreement. (c) Except as provided in Section 7.03(c), BioSante covenants that neither the BioSante Board nor any committee thereof shall withdraw, qualify, modify or amend, or publicly propose to withdraw, qualify, modify or amend, in any manner adverse to the Company, the approval or recommendation by the BioSante Board or any committee thereof of this Agreement or the BioSante Share Issuance (the “BioSante Recommendation”), or take any action, or make any public statement, filing or release inconsistent with the rules BioSante Recommendation (any such actions being a “Change in BioSante Recommendation”), and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement shall include the recommendation of the BioSante Board to be mailed the stockholders of BioSante in favor of adoption of this Agreement and approval of the BioSante Share Issuance. (d) No amendment or supplement to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement or the Registration Statement (including information incorporated by reference from reports filed under the Exchange Act, although not including any portions of reports filed subsequent to the date hereof under the Exchange Act not related to the Merger) will be made by BioSante or the Company without the approval of the other party (such approval not to be mailed unreasonably withheld or delayed) and without providing a reasonable opportunity to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company review and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, comment thereof provided that may be required or reasonably requested either party in connection with any action contemplated a Change in Company Recommendation or a Change in BioSante Recommendation, may amend or supplement the Joint Proxy Statement or Registration Statement (including by incorporation by reference) if such party has the right pursuant to the terms of this Section 5.1Agreement to change such recommendation. Each BioSante and the Company each will advise the other, promptly after they receive notice thereof, of the Company and Parent shall notify time when the other promptly Registration Statement has become effective or any supplement or amendment has been filed, of the receipt issuance of any comments from stop order, of the SEC suspension of the qualification of the BioSante Common Shares issuable in connection with the Merger for offering or its staff and sale in any jurisdiction, or of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information, and BioSante and the Company shall cooperate to prepare appropriate responses to the SEC to such comments and make such modifications for the Registration Statement as shall be reasonably appropriate and to the extent required by applicable Law. (e) The information supplied or to be supplied by each or on behalf of Parent BioSante for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Company Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. BioSante represents that the information supplied by BioSante for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders stockholders of the Company and shareholders stockholders of Parent and the Company, respectivelyBioSante, (iii) at the time of the Company Shareholders' Meeting and at Stockholder Meeting, (iv) the time of the Parent Stockholders' BioSante Stockholder Meeting, and (ivv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of If, at any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior time prior to the Effective Time, Parent any event or circumstance relating to BioSante, or its officers or directors, should be discovered by BioSante which is required by applicable Law to be set forth in an amendment or a supplement to the Registration Statement, Joint Proxy Statement or any Regulation M-A filing, BioSante shall use reasonable efforts promptly inform the Company. All documents that BioSante is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to obtain form and substance in all regulatory approvals needed material aspects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (f) The information supplied or to ensure be supplied by or on behalf of the Company for inclusion in any Regulation M-A Filing shall not, at the time any such Regulation M-A Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company represents that the Parent Common Stock to be issued information supplied by the Company for inclusion in the Merger Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and stockholders of BioSante, (iii) the time of the Company Stockholder Meeting, (iv) the time of the BioSante Stockholder Meeting, and (v) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Subsidiary, or their respective officers or directors, should be discovered by the Company which is required by applicable Law to be set forth in an amendment or a supplement to the Registration Statement, Joint Proxy Statement or any Regulation M-A Filing, the Company shall promptly inform BioSante. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will be registered or qualified under comply as to form and substance in all material respects with the securities law applicable requirements of every jurisdiction of thethe Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Merger Agreement, Parent Acquiror and the Company shall prepare and cause to be filed file with the SEC a registration statement on Form S-4 (such registration statement, together with the amendments thereto being the "Registration Statement"), containing a joint proxy statement/prospectus (such joint proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Acquiror Stockholders and to the Company Stockholders, being the "Joint Proxy Statement"), in connection with the registration under the Securities Act of the shares of Acquiror Series A Preferred Stock issuable pursuant to Section 2.01 or upon the exercise of Acquiror Warrants, the shares of Acquiror Common Stock issuable upon the conversion thereof or upon the exercise of Acquiror Warrants, the vote of the Company Stockholders with respect to the Merger and the other transactions contemplated by this Merger Agreement, and the vote of the Acquiror Stockholders with respect to (i) the Restated Charter, and (ii) the Required Acquiror Stockholders Consent. Acquiror and the Company shall cooperate with each other in the preparation of the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare provide all information in connection therewith. Each party agrees promptly to provide the other party with copies of all correspondence from and cause all responsive correspondence to be filed with the SEC regarding the Form S-4 Registration Statement and Joint Proxy Statement. Each party agrees promptly to notify the other party of all stop orders or threatened stop orders of which it becomes aware with respect to the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, Acquiror and the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Series A Preferred Stock and the Discrepancy Notes in the Merger. Each of Acquiror and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and Acquiror shall mail the Joint Proxy Statement to their respective stockholders and shall comply with the proxy solicitation rules and regulations under the Exchange Act in connection with the solicitation of such stockholders. Each of Acquiror and the Company covenants and agrees that the Joint Proxy Statement shall include the respective recommendations of the Board of Directors to the Acquiror Stockholders and the Company Stockholders subject to Section 5.05 above. (b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared 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. The information supplied by the Company for inclusion in the Joint Proxy Statement to be mailed sent to the Company's shareholders, as promptly as practicable after Company Stockholders in connection with the Form S-4 Registration Statement is declared effective under the Securities Act. Each meeting of the Company and Parent Stockholders to consider the Merger (the "Company Stockholders Meeting") shall promptly furnish to not, at the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and date the Joint Proxy Statement shall not (ior any amendment thereof or supplement thereto) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent Company Stockholders and the CompanyAcquiror Stockholders, respectively, (iii) at the time of the Company Shareholders' Stockholders Meeting and at the time of the Parent Stockholders' MeetingAcquiror Stockholders Meeting (as defined in Section 6.01(c)), and (iv) or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. If Parent at any time prior to the Effective Time any event or circumstance relating to the Company becomes aware or any of any informationits affiliates, that or its or their respective officers or directors, should be disclosed discovered by the Company which should be set forth in an amendment or supplement to the Form S-4 Registration Statement or a supplement to the Joint Proxy Statement, then Parent the Company shall promptly inform Acquiror. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by Acquiror for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared 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 Companystatements therein not misleading. The information supplied by Acquiror for inclusion in the Joint Proxy Statement to be sent to the Acquiror Stockholders in connection with the meeting of the Acquiror Stockholders to consider (i) the Restated Charter and (ii) the Required Acquiror Stockholders Consent (the "Acquiror Stockholders Meeting") shall not, as at the case may bedate the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Stockholders and the Acquiror Stockholders, at the time of the Company Stockholders Meeting and the Acquiror Stockholders Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Acquiror or any of its respective affiliates, or its or their respective officers or directors, should be discovered by Acquiror which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Acquiror shall promptly inform the Company or Parent thereof and shall cooperate with the other in Company. All documents that Acquiror is responsible for filing such amendment or supplement with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company, Merger Sub and Acquiror each hereby (i) consents to the use of its name and, if appropriateon behalf of its subsidiaries and affiliates, in mailing the names of such amendment or supplement subsidiaries and affiliates and to the shareholders inclusion of financial statements and business information relating to such party and its subsidiaries (in each case, to the extent required by applicable securities Laws) in any registration statement or proxy statement prepared by the Company or the stockholders of Parent. Acquiror pursuant to this Merger Agreement; (bii) Prior agrees to the Effective Time, Parent shall use its reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock written consent of any Person retained by it which may be required to be issued named (as an expert or otherwise) in such registration statement or proxy statement; and (iii) agrees to cooperate, and to use its reasonable best efforts to cause its subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the Merger parties specified in clause (i) will in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, to be registered disclosed by applicable securities Laws in any such registration statement or qualified under the securities law of every jurisdiction of theproxy statement.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after Each of CBAC and TFC agrees to cooperate in the date preparation of this Agreement, Parent and the Company shall prepare and cause a Registration Statement on Form S-4 to be filed by CBAC with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause any other filings to be filed made by either Party, including but not limited to filings of Current Reports on Form 8-K, with the SEC the Form S-4 Registration Statementor any other Regulatory Authority, in which connection with the Joint Proxy Statement will be included as a prospectusissuance of CBAC Common Stock in the Merger and the consummation of the Merger. Each of Parent CBAC and the Company shall TFC agrees to use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments be filed within 45 days of the SEC or its staff date of this Agreement and to have the Form S-4 Registration Statement be declared effective under the Securities Act as promptly as reasonably practicable after it is filed filing thereof. Each of CBAC and TFC shall furnish to each other all information concerning them that they may reasonably require in connection with the SEC. Parent will Registration Statement. (b) CBAC also agrees to use all reasonable efforts to cause obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Joint Proxy transactions contemplated by this Agreement. TFC agrees to furnish CBAC all information concerning TFC, the Bank, and their respective officers, directors, and stockholders as may be reasonably requested in connection with the foregoing. As a result of the registration of the CBAC Common Stock pursuant to the Registration Statement, such stock shall be freely tradable by the stockholders of TFC except to the extent that the transfer of any shares of CBAC Common Stock received by stockholders of TFC is subject to the provisions of Rule 145 under the Securities Act or restricted under Tax rules. TFC and its counsel shall have a reasonable opportunity to review and comment on the Registration Statement being filed with the SEC and any responses filed with the SEC regarding the Registration Statement. (c) Each of CBAC and TFC agrees, as to itself and its Subsidiaries, that none of the information supplied or to be mailed to Parent's stockholders, and supplied by it for inclusion or incorporation by reference in (i) the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act. Each , 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) none of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each it or any of Parent and the Company its respective Subsidiaries for inclusion or incorporation by reference in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) will at the time date of the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed mailing to the shareholders and shareholders of Parent and the Company, respectively, (iii) its stockholders or at the time of the Company Shareholders' Meeting and at meeting of its stockholders held for the time purpose of obtaining the Parent Stockholders' MeetingCBAC Stockholder Approval or the TFC Stockholder Approval, and (iv) at the Effective Timeas applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. If Parent or Each of CBAC and TFC further agrees that if it shall become aware prior to the Company becomes aware Effective Date of any information, information that should be disclosed would cause any of the statements in an amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement. (d) In the case of CBAC, then Parent CBAC will advise TFC, promptly after CBAC receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, or of the issuance of any stop order or the Companysuspension of the qualification of the CBAC Common Stock for offering or sale in any jurisdiction, as of the case may beinitiation or threat of any proceeding for any such purpose, shall promptly inform or of any request by the Company or Parent thereof and shall cooperate with SEC for the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company Registration Statement or the stockholders of Parentfor additional information. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement Statement") relating to the meetings of the Company's stockholders (the "Company Stockholders' Meeting") and simultaneously or thereafter Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider approval and adoption of this Agreement and the Merger by the Company's stockholders and the approval of the Parent Proposal by Parent's stockholders and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each Parent and the Company each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. The Company shall promptly furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall use all reasonable efforts mail the Proxy Statement to its stockholders. (i) The Proxy Statement shall include the recommendation of the Company Board to the holders of Company Common Stock in favor of the Company Proposal; provided, however, that the Company Board may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Company Board determines in good faith after consultation with outside legal counsel (who may be the Company's regularly engaged outside legal counsel) that the failure to so withdraw, modify or change its recommendation could reasonably be deemed to cause the Form S-4 Registration Statement and Company Board to breach its fiduciary duties to the Joint holders of Company Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, such a withdrawal, modification or change in such recommendation shall not constitute a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, such a withdrawal, modification or change, in such recommendation shall not relieve the Company in any way whatsoever of its other obligations under this Section 6.01 or its obligations under Section 6.02 of this Agreement. (ii) The Proxy Statement to comply with shall include the rules and regulations promulgated by the SEC, to respond promptly to any comments recommendation of the SEC Parent Board to the holders of Parent Common Stock in favor of approval of the Parent Proposal; provided, however, that the Parent Board may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Parent Board determines in good faith after consultation with outside legal counsel (who may be Parent's regularly engaged outside legal counsel) that the failure to so withdraw, modify or change its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts recommendation could reasonably be deemed to cause the Joint Parent Board to breach its fiduciary duties to the holders of Parent Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, such a withdrawal, modification or change in such recommendation shall not constitute a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, such a withdrawal, modification or change in such recommendation shall not relieve Parent in any way whatsoever of its other obligations under this Section 6.01 or its obligations under Section 6.02 of this Agreement. (c) No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be mailed to Parent's stockholders, unreasonably withheld or delayed). Parent and the Company will use all reasonable efforts to cause shall each advise the Joint Proxy Statement to be mailed to the Company's shareholdersother, as promptly as practicable after the Form S-4 receipt of notice thereof, of the time when the Registration Statement is declared has become effective under the Securities Act. Each or any supplement or amendment has been filed, of the Company and Parent shall promptly furnish to issuance of any stop order, of the other all information concerning suspension of the Acquired Corporations and the Company's shareholders and qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC for amendment of the Proxy Statement or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or for any other information and shall supply the other with copies of all correspondence between such party and requests by the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. for additional information. (d) The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of the Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' Meeting, Meetings and (iv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of If, at any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Parent shall use reasonable efforts promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to obtain form in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The information supplied by the Company for inclusion in the Merger Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and Parent, (iii) the time of each of the Stockholders' Meetings and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction of thethe Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall jointly prepare and cause to be filed file with the SEC the joint proxy statement to be sent to the stockholders of the Company and to the stockholders of Parent relating to the meeting of Company's stockholders (the "Company Stockholders' Meeting") and to the meeting of the Parent's stockholders (the "Parent Stockholders' Meeting") to be held to consider, in the case of the Company's stockholders, the approval and adoption of this Agreement, and in the case of Parent's stockholders, the approval and adoption of the Amended Parent Certificate of Incorporation and the approval of the issuance of Parent Common Stock in connection with the Merger (such joint proxy statement, as amended or supplemented, being referred to herein as the "Joint Proxy Statement Statement") and simultaneously or thereafter (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectusincluded, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use all their reasonable best efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Joint Proxy Statement to comply with the rules its stockholders and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause shall mail the Joint Proxy Statement to be mailed to Parent's its stockholders. (b) Except as specifically permitted by Section 5.6(a)(ii), and the Board of Directors of the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed shall recommend to the Company's shareholders, as promptly as practicable after stockholders the Form S-4 Registration Statement is declared effective under approval and adoption of this Agreement and the Securities Act. Each Merger and the Board of Directors of the Company and shall not make a Company Change in Recommendation. (c) Except as specifically permitted by Section 5.6(b)(ii), the Board of Directors of Parent shall promptly furnish recommend to Parent's stockholders the other all information concerning approval of the Acquired Corporations issuance of the Parent Common Stock in the Merger and approval and adoption of the Amended Parent Certificate of Incorporation and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each Board of the Company and Directors of Parent shall notify the other promptly of the receipt of any comments from the SEC not make a Parent Change in Recommendation. (d) Except for an amendment or its staff and of any request supplement (including by the SEC incorporation by reference) relating to an Acquisition Proposal, a Company Subsequent Determination, a Parent Subsequent Determination, a Company Change in Recommendation or its staff for any a Parent Change in Recommendation, no amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied will be made by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware without the approval of any information, that should the other party (such approval not to be disclosed unreasonably withheld or delayed). Nothing in an amendment this Agreement shall prohibit the Company or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the CompanyParent, as the case may be, from making disclosure (and such disclosure in and of itself shall promptly inform not be deemed to be a Company Change in Recommendation or Parent Change in Recommendation, as the case may be) of the fact that an Acquisition Proposal has been proposed, the identity of the person making such proposal or the material terms of such proposal. Parent and the Company or Parent thereof and shall cooperate with each will advise the other in filing such amendment or supplement with the SEC andother, if appropriatepromptly after they receive notice thereof, in mailing such amendment or supplement to the shareholders of the Company time when the Registration Statement has become effective or any supplement or amendment has been filed, of the stockholders issuance of Parent. (b) Prior to any stop order, of the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that suspension of the qualification of the Parent Common Stock to be issued issuable in connection with the Merger (i) will be registered for offering or qualified under sale in any jurisdiction, or of any request by the securities law SEC for amendment of every jurisdiction of thethe Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of Parent (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of Parent Common Stock to be issued to Company's stockholders pursuant to the Merger and (ii) the joint proxy statement with respect to the Merger relating to the special meetings of Company's stockholders to be held to consider approval of this Agreement and the Merger (the "Company Stockholders' Meeting") and of Parent's stockholders to be held to consider approval of the issuance of Parent Common Stock (the "Share Issuance") to Company's stockholders pursuant to the Merger (the "Parent Stockholders' Meeting") (together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause be provided to be filed the NNM in accordance with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectusits rules. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities ActStatement. Each of the Parent and Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by on the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall not provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the stockholders of Company and of Parent. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) at the time the Form S-4 Registration Statement is declared effectiveExchange Act, (ii) at the time Securities Act, (iii) the rules and regulations of the NNM. (b) The Joint Proxy Statement shall include (i) the approval of the Merger and the recommendation of the board of directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, and (ii) the opinion of Company Financial Advisor referred to in Section 4.19. The Joint Proxy Statement shall include the approval of the Share Issuance and the recommendation of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance. (c) No amendment or supplement to the Joint Proxy Statement is first mailed to or the shareholders and shareholders Registration Statement shall be made without the approval of Parent and the Company, respectivelywhich approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) None of the information supplied by Company for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (iiiA) in the case of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of Parent and Company, at the time of the Company Stockholders' Meeting, at the time of the Parent Shareholders' Meeting and at the time Effective Time and (B) in the case of the Parent Stockholders' MeetingRegistration Statement, when it becomes effective under the Securities Act and (iv) 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, in light of the circumstances under which they were are made, not misleading. If Parent at any time prior to the Effective Time any event or the circumstance relating to Company becomes aware of or any informationCompany Subsidiary, or their respective officers or directors, should be discovered by Company that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, Company shall promptly inform the Parent. All documents that Company or Parent thereof and shall cooperate with the other in is responsible for filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement connection with the Merger will comply as to form in all material respects with the shareholders applicable requirements of the Company or rules and regulations of the stockholders of ParentSecurities Act and the Exchange Act. (be) Prior None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of Parent and Company, at the time of Company Stockholders' meeting, at the time of the Parent Shareholders' Meeting and at the Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform Company. All documents that Parent is responsible for filing with the Parent Common Stock to be issued SEC in connection with the Merger (i) will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction the rules and regulations of thethe Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent CGI and the Company STC shall jointly prepare and cause to be filed STC and CGI shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of CGI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of the CGI Common Stock to be issued to STC's stockholders pursuant to the Merger and (ii) the Joint Proxy Statement with respect to the Merger relating to the special meeting of each of STC's stockholders (the "STC Stockholders' Meeting") and simultaneously or thereafter Parent shall prepare and cause CGI's stockholders (the "CGI Stockholders' Meeting") to be filed held to consider approval of this Agreement and the Merger contemplated hereby (together with any amendments thereto, the SEC the Form S-4 Registration "Joint Proxy Statement, in which "). Copies of the Joint Proxy Statement will shall be included as a prospectusprovided to the NASD in accordance with its rules with respect to the NMS. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable after this date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of CGI Common Stock pursuant to the Merger. CGI or STC, as the case may be, shall furnish all information concerning itself as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the stockholders of CGI and STC. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC NASD and (iv) the General Corporation Law. (b) The Joint Proxy Statement shall include (i) (A) subject to the provisos contained in the first sentence of Section 6.06, the approval of the Merger and the STC Amendment and recommendation of the board of directors of STC to the stockholders of STC that they vote in favor of approval of this Agreement and the Merger contemplated hereby and the STC Amendment, and (B) the opinion of DLJ referred to in Section 4.18, and (ii) (A) subject to the provisos contained in the first sentence of Section 6.06, the approval of the Merger and the CGI Amendment and recommendation of the board of directors of CGI to the stockholders of CGI that they vote in favor of approval of this Agreement and the Merger contemplated hereby and the CGI Amendment, and (B) the opinion of Xxxxxx Brothers referred to in Section 5.18. (c) No amendment or its staff and supplement to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and or the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under shall be made without the Securities Actapproval of CGI and STC, which approval shall not be unreasonably withheld or delayed. Each of the Company and Parent parties hereto shall promptly furnish to advise the other all information concerning parties hereto, promptly after it receives notice thereof, of the Acquired Corporations and time when the Company's shareholders and Registration Statement has become effective or any supplement or amendment has been filed, of the Parent Corporationsissuance of any stop order, respectively, that may be required or reasonably requested of the suspension of the qualification of the CGI Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff the NASD for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information. (d) The information supplied by each of Parent and the Company STC for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is filed with the SEC, (ii) if different, the time the Registration Statement is declared effective, (iiiii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders stockholders of STC and shareholders of Parent and the Company, respectivelyCGI, (iiiiv) at the time of the Company ShareholdersSTC Stockholders' Meeting and at Meeting, (v) the time of the Parent CGI Stockholders' Meeting, Meeting and (ivvi) 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, in light of the circumstances under which they were made, not misleading. If Parent at any time prior to the Effective Time any event or the Company becomes aware of circumstance relating to STC or any informationSTC Subsidiary, or their respective officers or directors, should be discovered by STC that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, STC shall promptly inform the Company or Parent thereof and shall cooperate with the other in CGI. All documents that STC is responsible for filing such amendment or supplement with the SEC andin connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the NASD, the General Corporation Law, the Securities Act and the Exchange Act. (e) The information supplied by CGI for inclusion in the Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is filed with the SEC, (ii) if appropriatedifferent, in mailing such the time the Registration Statement is declared effective, (iii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company or the stockholders of Parent. CGI and STC, (biv) Prior the time of the STC Stockholders' Meeting, (v) the time of the CGI Stockholders' Meeting and (vi) 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, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, Parent any event or circumstance relating to CGI or any CGI Subsidiary, or their respective officers or directors, should be discovered by CGI that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement, CGI shall use reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform STC. All documents that CGI is responsible for filing with the Parent Common Stock to be issued SEC in connection with the Merger (i) will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction the rules and regulations of thethe NASD, the General Corporation Law, the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. NPS MATERIALS; TENDER AND EXCHANGE MATERIALS. (a) As promptly as practicable after the date of this AgreementAgreement Effective Date, Parent Tenneco and the Company Acquiror shall prepare and file, or cause to be filed prepared and filed, with the SEC Commission a joint proxy statement (the Joint Proxy Statement "JOINT PROXY STATEMENT") and simultaneously or thereafter Parent other proxy solicitation materials relating to the Stockholders' Meeting (as defined in SECTION 6.8 hereof), and Acquiror shall prepare and file, or cause to be filed prepared and filed, with the SEC the Commission a registration statement on Form S-4 Registration Statement, in which the Joint Proxy Statement will shall be included as a prospectus. Each of Parent and prospectus (the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply "REGISTRATION STATEMENT"), in connection with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective registration under the Securities Act as promptly as practicable after it is filed with of the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement shares of Acquiror Stock (and any Depositary Shares) to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed issued to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each stockholders of the Company and Parent shall promptly furnish Tenneco pursuant to the other all information concerning Merger. 25 (b) Acquiror covenants that the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each or on behalf of Parent and the Company Acquiror for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, therein not misleading. If Parent , at any of: (i) the time the Registration Statement (or the Company becomes aware of any information, that should be disclosed in an amendment or supplement thereto) is declared effective; (ii) the time the Joint Proxy Statement (or any amendment or supplement thereto) is first mailed to the Form S-4 stockholders of Tenneco and Acquiror; (iii) the time of each of the Stockholders' Meetings; and (iv) the Effective Time. Likewise, Acquiror covenants that the information and data supplied by or on behalf of Acquiror for inclusion in the NPS Materials and Tender and Exchange Materials (including, without limitation, all information and financial data (pro forma or otherwise) relating to the business and operations of Tenneco following consummation of the Merger supplied by or on behalf of Acquiror) shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, at all times through the completion of (A) in the case of the NPS Materials, the offering and sale of the New Preferred Stock, and (B) in the case of the Tender and Exchange Materials, the tender and exchange offers pursuant to the Debt Realignment. (c) Tenneco covenants that the financial information (including pro forma financial data and information) supplied or to be supplied by Tenneco or its representatives for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement, then Parent Statement (or the Company, NPS Materials and/or Tender and Exchange Materials) shall comply as to form in all material respects with applicable accounting requirements and with the case may bepublished rules and regulations of the Commission with respect thereto, shall promptly inform be prepared in accordance with GAAP applied on a consistent basis during the Company periods involved (except as may be indicated in the notes thereto 26 (d) Tenneco covenants that the information supplied by or Parent thereof on behalf of Tenneco for inclusion in the Registration Statement and the Joint Proxy Statement shall cooperate with not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the other in filing such statements therein not misleading, at (i) the time the Registration Statement (or any amendment or supplement with thereto) is declared effective, (ii) the SEC and, if appropriate, in mailing such time the Joint Proxy Statement (or any amendment or supplement thereto) is first mailed to the shareholders of the Company or the stockholders of ParentTenneco and Acquiror, (iii) the time of each of the Stockholders' Meetings, and (iv) the Effective Time. Likewise, Tenneco covenants that the NPS Materials and Tender and Exchange Materials shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, at all times through the completion of (A) in the case of the NPS Materials, the offering and sale of the New Preferred Stock, and (B) in the case of the Tender and Exchange Materials, the tender and exchange offers pursuant to the Debt Realignment; provided, that the foregoing provisions of this sentence shall not apply to any information or financial data (including pro forma financial information and data) supplied by or on behalf of Acquiror, including information and data relating to the business and operations of Tenneco following consummation of the Merger. (be) Prior Acquiror covenants that the financial information (including pro forma financial data and information regarding Acquiror or Tenneco) supplied or to be supplied by Acquiror or its representatives for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement (or the NPS Materials or Tender and Exchange Materials) shall comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, shall be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial information, as permitted by the rules of the Commission) and shall fairly present (subject, in the case of unaudited financial information, to normal, recurring audit adjustments) the financial information reflected therein as of the dates thereof or for the periods then ended. Each of the Joint Proxy Statement, as it relates to the Effective TimeAcquiror Common Stockholders' Meeting, Parent shall use reasonable efforts and the Registration Statement will comply as to obtain form in all regulatory approvals needed material respects with the provisions of the Exchange Act and the rules and regulations thereunder or the Securities Act and the rules and regulations thereunder, as applicable, except that no representation is herein made by Acquiror with respect to ensure that the Parent Common Stock to be issued statements made in the Merger (i) will be registered Joint Proxy Statement or qualified under Registration Statement based on information supplied by Tenneco or any of its representatives for inclusion in the securities law Joint Proxy Statement or Registration Statement or with respect to information concerning Tenneco or any of every jurisdiction of theits subsidiaries incorporated by reference in the Joint Proxy Statement or 27

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent Bergen and the Company IVAX shall jointly prepare and cause to be filed IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and simultaneously or thereafter Parent shall prepare and cause Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be filed held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the SEC the Form S-4 Registration "Joint Proxy Statement, in which "). Copies of the Joint Proxy Statement will shall be included as a prospectusprovided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the rules applicable requirements of (i) the Exchange Act, (ii) AMEX and regulations promulgated by the SECNYSE, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCL. (i) The Joint Proxy Statement shall include the adoption of the Mergers and recommendation of the Board of Directors of IVAX to IVAX's shareholders that they vote in favor of approval of this Agreement and the Mergers contemplated hereby; provided, however, that the Board of Directors of IVAX may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of IVAX determines in good faith, after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel), that such withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as promptly as practicable determined by the Board of Directors of IVAX in good faith after it is filed consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the SECshareholders of IVAX than those provided for in the Reorganization. Parent will use all reasonable efforts to cause In addition, the Joint Proxy Statement shall include the opinion of Lehman Brothers referred to in Section 3.18. (ii) The Xxxxx Proxy Statement shall include the approval of the Mergers and recommendation of the Board of Directors of Bergen to Bergen's shareholders that they vote in favor of approval of this Agreement and the Mergers contemplated hereby; provided, however, that the Board of Directors of Bergen may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of Bergen determines in good faith, after consultation with outside legal counsel (who may be mailed Bergen's regularly engaged outside legal counsel), that such withdrawal, modification or change of its recommendation is required by its fiduciary duties to ParentBergen's stockholdersshareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Company will use all reasonable efforts Board of Directors of Bergen after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to cause the shareholders of Bergen than those provided for in the Reorganization. In addition, the Joint Proxy Statement shall include the opinion of Merrill Lynch referred to be mailed in Section 4.18. (c) No amendment or supplement to the Company's shareholders, as promptly as practicable after Joint Proxy Statement or the Form S-4 Registration Statement is declared effective under shall be made without the Securities Actapproval of Bergen and IVAX, which approval shall not be unreasonably withheld or delayed. Each of the Company and Parent parties hereto shall promptly furnish to advise the other all information concerning parties hereto, promptly after it receives notice thereof, of the Acquired Corporations and time when the Company's shareholders and Registration Statement has become effective or any supplement or amendment has been filed, of the Parent Corporationsissuance of any stop order, respectively, that may be required or reasonably requested of the suspension of the qualification of the BBI Common Stock issuable in connection with the Mergers for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC SEC, AMEX or its staff the NYSE for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information. (d) The information supplied by each of Parent and the Company IVAX for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is filed with the SEC, (ii) if different, the time the Registration Statement is declared effective, (iiiii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of IVAX and shareholders of Parent and the Company, respectivelyBergen, (iiiiv) at the time of the Company IVAX Shareholders' Meeting, (v) the time of the Bergen Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (ivvi) 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, in light of the circumstances under which they were made, not misleading. If Parent at any time prior to the Effective Time any event or the Company becomes aware of circumstance relating to IVAX or any informationIVAX Subsidiary, or their respective officers or directors, should be discovered by IVAX that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, IVAX shall promptly inform the Company or Parent thereof and shall cooperate with the other in Bergen. All documents that IVAX is responsible for filing such amendment or supplement with the SEC andin connection with the Mergers will comply as to form in all material respects with the applicable requirements of AMEX, the NYSE, the NJBCA, the FBCA, the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by Bergen for inclusion in the Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is filed with the SEC, (ii) if appropriatedifferent, in mailing such the time the Registration Statement is declared effective, (iii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Bergen and IVAX, (iv) the Company time of the IVAX Shareholders' Meeting, (v) the time of the Bergen Shareholders' Meeting and (vi) 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 stockholders statements therein, in light of Parent. (b) Prior the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, Parent any event or circumstance relating to Bergen or any Bergen Subsidiary, or their respective officers or directors, should be discovered by Bergen that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement, Bergen shall use reasonable efforts promptly inform IVAX. All documents that Bergen is responsible for filing with the SEC in connection with the Mergers will comply as to obtain form in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued in applicable requirements of AMEX, the Merger (i) will be registered or qualified under NYSE, the securities law of every jurisdiction of theNJBCA, the FBCA, the DGCL, the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed file with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed file with the SEC the Form S-4 Registration Statement, in Statement (which shall include the Joint Proxy Statement will be included as a prospectusStatement). Each of Parent and the Company Merger Sub shall each use all its reasonable best efforts to (i) cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement be declared effective under the Securities Act as promptly as practicable after it is filed its filing, (ii) ensure that the Registration Statement complies in all material respects with the SECapplicable provisions of the Securities Act and the Exchange Act and (iii) keep the Registration Statement effective for so long as necessary to complete the Merger. Parent will use all reasonable efforts shall notify the Company promptly of the time when the Registration Statement has become effective or any supplement or amendment to cause the Joint Proxy Registration Statement to be mailed to Parent's stockholdershas been filed, and of the issuance of any stop order or suspension of the qualification of the shares of Parent Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Each of Parent and the Company will shall use all its reasonable best efforts to (A) to cause the Joint Proxy Statement to be mailed to the Company's shareholders, ’s stockholders and Parent’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Act and (B) ensure that the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement complies in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall not also take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of Parent Stock in the Merger, and the Company shall furnish to Parent and Merger Sub all information concerning the Company as may be reasonably requested in connection with any such actions. (ib) at Each of Parent, Merger Sub and the time Company shall furnish to the Form S-4 other Parties all information concerning such Person and its Affiliates required by the Securities Act or the Exchange Act to be set forth in the Registration Statement is declared effectiveor the Joint Proxy Statement. Each of Parent, (ii) at Merger Sub and the time Company shall promptly correct any information provided by it for use in the Registration Statement or the Joint Proxy Statement is first mailed if and to the shareholders and shareholders extent that such information shall have become false or misleading in any material respect. Each of Parent Parent, Merger Sub and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit shall take all steps necessary to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment amend or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent as applicable, and to cause the Registration Statement or the CompanyJoint Proxy Statement, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of Company Stock and/or Parent Stock, in each case may beas and to the extent required by applicable Law. (c) Each of Parent, Merger Sub and the Company shall promptly inform provide the other Parties and their counsel with any comments or other communications, whether written or oral, that Parent, Merger Sub, the Company or Parent thereof and shall cooperate their counsel may receive from the SEC or its staff with respect to the other Registration Statement or the Joint Proxy Statement promptly after the receipt of such comments. Prior to the filing of the Registration Statement or the Joint Proxy Statement (including in filing such each case any amendment or supplement thereto, except with respect to any amendments filed after a Company Adverse Recommendation Change or Parent Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 8.03 or Section 8.04) with the SEC and, if appropriate, in mailing such amendment or supplement the dissemination thereof to the shareholders holders of Company Stock or Parent Stock, or responding to any comments of the Company SEC with respect to the Registration Statement or the stockholders Joint Proxy Statement, each of Parent, Merger Sub and the Company shall provide the other Parties and their counsel a reasonable opportunity to review and comment on such Registration Statement, Joint Proxy Statement or response (including the proposed final version thereof), and each of Parent, Merger Sub and the Company shall give reasonable and good faith consideration to any comments made by the other Parties or their counsel. (bd) Prior The Joint Proxy Statement shall include the Company Board Recommendation and a description thereof (except to the Effective Time, extent that the Company Board shall have previously withdrawn or modified the Company Board Recommendation pursuant to and in accordance with Section 8.03(b)). The Joint Proxy Statement shall include the Parent shall use reasonable efforts Board Recommendation and a description thereof (except to obtain all regulatory approvals needed to ensure the extent that the Parent Common Stock Board shall have previously withdrawn or modified the Parent Board Recommendation pursuant to be issued and in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of theaccordance with Section 8.04(b)).

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable Within 60 days after the date execution of this AgreementPlan of Merger, Parent and the Company HR shall prepare and cause to be filed file with the SEC and any other applicable regulatory bodies a Registration Statement on Form S-4 with respect to the shares of HR Common Stock to be issued in connection with the Merger (the "Registration Statement"), and will otherwise proceed promptly to satisfy the requirements of the Securities Act, including Rule 145 thereunder. Such Registration Statement shall contain a joint proxy statement of HR and Target containing the information required by the Exchange Act (the "Joint Proxy Statement"). HR shall take all reasonable steps to cause the Registration Statement to be declared effective and to maintain such effectiveness until all of the shares covered thereby have been distributed. HR shall promptly amend or supplement the Registration Statement to the extent necessary in order to make the statements therein not misleading or to correct any misstatements which have become false or misleading. HR shall use its best efforts to have the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request approved by the SEC or its staff for any amendment or supplement to under the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and provisions of the Exchange Act. HR shall supply the other provide Target with copies of all correspondence between such party filings made pursuant to this Section 6.2 and shall consult with Target on responses to any comments made by the staff of the SEC or its staff or other governmental officials with respect thereto. If at any time prior to the S-4 Effective Time any event or circumstance relating to Buyer or HR or their respective officers or directors should be discovered by HR which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement. , HR shall promptly inform Target. (b) The information specifically designated as being supplied by each of Parent and the Company Target for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) not, at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders holders of Parent and the CompanyTarget Stock, respectively, (iii) at the time of the Company Shareholders' Meeting Special Meetings (as defined below in Section 6.4) and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of theat

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus; PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained in this Section 5.1(a), if (and to the extent) Parent so elects: (i) the Joint Proxy Statement shall initially be filed with the SEC on a confidential basis as a proxy statement of Parent and the Company under Section 14 of the Exchange Act; (ii) until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act, all amendments to the Joint Proxy Statement shall be filed with the SEC on a confidential basis as amendments to the proxy statement of Parent and the Company under Section 14 of the Exchange Act; and (iii) Parent shall not be obligated to file the Form S-4 Registration Statement with the SEC until such time as Parent has determined that it is reasonably likely that the SEC will promptly declare the Form S-4 Registration Statement effective under the Securities Act. Each of Parent and the Company shall use all commercially reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the The Company and Parent shall promptly furnish to the other Parent all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each If any event relating to any of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC Acquired Corporations occurs, or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, Company shall promptly inform the Company or Parent thereof and shall cooperate with the other Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of ParentCompany. (b) Prior to the Effective Time, Parent shall use all commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of thethe United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting; PROVIDED, HOWEVER, that Parent shall not be required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement") relating to the meetings of the Company's (b) Subject to paragraph (c) of this Section 6.01, the Proxy Statement shall include the Company Recommendation and simultaneously the Parent Recommendation. (c) Nothing in this Agreement shall prevent the Company's Board of Directors from withholding, withdrawing, amending or thereafter Parent modifying the Company Recommendation if the Board of Directors of the Company determines in good faith (after consultation with independent legal counsel) that such action is required in order for the directors to comply with their respective fiduciary duties to the Company's stockholders under applicable Law; provided, however, that Section 6.04 shall prepare and cause govern the withholding, withdrawing, amending or modifying of the Company Recommendation in the circumstances described therein. (d) Subject to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each obligations of Parent and the Company shall use all reasonable efforts under applicable Law, no amendment or supplement to cause the Form S-4 Proxy Statement or the Registration Statement and will be made by Parent or the Joint Proxy Statement to comply with Company without the rules and regulations promulgated by the SEC, to respond promptly to any comments approval of the SEC other party (such approval not to be unreasonably withheld or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SECdelayed). Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and advise the Company will use all reasonable efforts to cause promptly after it receives notice thereof, of the Joint Proxy Statement to be mailed to time at which the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared has become effective under the Securities Act. Each or any supplement or amendment has been filed, of the Company and Parent shall promptly furnish to issuance of any stop order, of the other all information concerning suspension of the Acquired Corporations and the Company's shareholders and qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Shares issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or requests by the SEC for any other additional information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company Company, as applicable, will advise the other, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (e) The information supplied by Parent for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company or the stockholders of Parent. , (biii) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law time of every jurisdiction of theeach of

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the "Joint Proxy Statement Statement") relating to the respective meetings of the Company's stockholders (the "Company Stockholders' Meeting") to be held to consider approval of the Merger and simultaneously adoption of this Agreement and of the Parent stockholders (the "Parent Stockholders' Meeting") to be held to obtain (x) the Parent Share Issuance Stockholder Approval and (y) the approval of the stockholders of Parent to adopt an amendment to Parent's Certificate of Incorporation to effect a reverse split of the Parent Common Shares, in a ratio of either 1-for-5 or thereafter 1-for-6 (any such split, the "Parent Reverse Stock Split"), and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use all its reasonable best efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable and, prior to the effective date of the Registration Statement, Parent shall use its reasonable best efforts to take all or any action required under any applicable federal or state securities laws in connection with the issuance of Parent Common Shares pursuant to the Merger. Each of Parent and the Company shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall mail the Joint Proxy Statement to comply with their respective stockholders. (b) The Joint Proxy Statement shall include the rules unanimous recommendation of the Board of Directors of the Company to the stockholders of the Company to vote in favor of the adoption of this Agreement and, subject to paragraph (c) of this Section 6.01, neither the Board of Directors of the Company nor any committee thereof shall withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of the Company that the Company's stockholders adopt this Agreement; provided, however, that the foregoing shall not prohibit the Board of Directors of the Company from fulfilling its duty of candor or disclosure to the stockholders of the Company under applicable law. For purposes of this Agreement, such recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if such recommendation shall no longer be unanimous. (c) Prior to the adoption and regulations promulgated approval of this Agreement and the approval of the Merger by the SEC, to respond promptly to any comments requisite vote of the SEC stockholders of the Company, nothing in this Agreement shall prevent the Company's Board of Directors from withholding, withdrawing, amending, modifying or changing its staff unanimous recommendation in favor of the Merger if (i) a Superior Proposal (as defined in Section 6.05 below) is made to the Company and is not withdrawn, (ii) the Company shall have provided written notice to have the Form S-4 Registration Statement declared effective under the Securities Act Parent as promptly as practicable (and, in any event, within one business day) advising Parent that the Company has received a Superior Proposal, specifying the terms and conditions of such Superior Proposal in reasonable detail and identifying the person or entity making such Superior Proposal (a "Notice of Superior Proposal"), (iii) Parent shall not have, within three business days of Parent's receipt of the Notice of Superior Proposal, made an offer that the Company's Board of Directors determines in its good faith judgment to be at least as favorable to the Company and its stockholders as such Superior Proposal (it being agreed that the Company's Board of Directors shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes in good faith, after it consultation with its outside legal counsel, that, in light of such Superior Proposal, the withholding, withdrawal, amendment, modification or change of such recommendation is filed required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the SECCompany and its stockholders under applicable Law and (v) the Company shall not have violated any of the restrictions set forth in Section 6.05 or this Section 6.01(c). Parent will The Company shall use all its commercially reasonable efforts to cause provide Parent with at least two business days' notice of any meeting of the Company's Board of Directors at which the Company's Board of Directors is reasonably expected to consider any Competing Transaction (as defined in Section 6.05 below). (d) The Joint Proxy Statement shall include the unanimous recommendation of the Board of Directors of Parent to the stockholders of Parent to vote in favor of approving (i) the issuance of the Parent Common Shares pursuant to the Merger and (ii) the Parent Reverse Stock Split and neither the Board of Directors of Parent nor any committee thereof shall withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to the Company, the unanimous recommendation of the Board of Directors of Parent that the stockholders of Parent vote in favor of and approve the issuance of the Parent Common Shares pursuant to the Merger; provided, however, that the foregoing shall not prohibit the Board of Directors of Parent from fulfilling its duty of candor or disclosure to the stockholders of Parent under applicable law. For purposes of this Agreement, such recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the Company if such recommendation shall no longer be unanimous. (e) No amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be mailed to Parent's stockholders, unreasonably withheld or delayed). Each of Parent and the Company will use all reasonable efforts to cause advise the Joint Proxy Statement to be mailed to other, promptly after it receives notice thereof, of the Company's shareholders, as promptly as practicable after time at which the Form S-4 Registration Statement is declared has become effective under the Securities Act. Each or any supplement or amendment has been filed, of the Company and Parent shall promptly furnish to issuance of any stop order, of the other all information concerning suspension of the Acquired Corporations and the Company's shareholders and qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Shares issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information. (f) The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of Parent and the Company, respectively, (iii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, (iv) the time of the Company ShareholdersStockholders' Meeting and at Meeting, (v) the time of the Parent Stockholders' Meeting, Meeting and (ivvi) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of If, at any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement should be discovered by Parent, Parent shall use reasonable efforts promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to obtain form and substance in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued applicable requirements of the Securities Act and the Exchange Act. (g) The information supplied by the Company for inclusion in the Merger Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (iii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, (iv) the time of the Company Stockholders' Meeting, (v) the time of the Parent Stockholders' Meeting and (vi) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement should be discovered by the Company, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will be registered or qualified under comply as to form and substance in all material respects with the securities law applicable requirements of every jurisdiction of thethe Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement Statement") relating to the meetings of the Company's stockholders (the "Company Stockholders' Meeting") and simultaneously or thereafter Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider approval and adoption of this Agreement and the Merger by the Company's stockholders and the approval of the Parent Proposal by Parent's stockholders and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger and to the stockholders of Medical Manager pursuant to the Medical Manager Merger Agreement. Each Parent and the Company each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. The Company shall promptly furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall use all reasonable efforts mail the Proxy Statement to its stockholders. (i) The Proxy Statement shall include the recommendation of the Special Committee to the holders of Company Common Stock in favor of the Company Proposal; provided, however, that the Special Committee may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Special Committee determines in good faith after consultation with outside legal counsel to the Special Committee that the failure to so withdraw, modify or change its recommendation could reasonably be deemed to cause the Form S-4 Registration Statement and Board of Directors or the Joint Special Committee to breach its fiduciary duties to the holders of Company Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, such a withdrawal, modification or change in such recommendation shall not constitute a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, such a withdrawal, modification or change, in such recommendation shall not relieve the Company in any way whatsoever of its other obligations under this Section 6.01 or its obligations under Section 6.02 of this Agreement. (ii) The Proxy Statement to comply with shall include the rules and regulations promulgated by the SEC, to respond promptly to any comments recommendation of the SEC Parent Board to the holders of Parent Common Stock in favor of approval of the Parent Proposal; provided, however, that the Parent Board may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Parent Board determines in good faith after consultation with outside legal counsel (who may be Parent's regularly engaged outside legal counsel) that the failure to so withdraw, modify or change its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts recommendation could reasonably be deemed to cause the Joint Parent Board to breach its fiduciary duties to the holders of Parent Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, such a withdrawal, modification or change in such recommendation shall not constitute a breach of this Agreement by the Company. 37 Notwithstanding anything to the contrary in this Agreement, such a withdrawal, modification or change, in such recommendation shall not relieve Parent in any way whatsoever of its other obligations under this Section 6.01 or its obligations under Section 6.02 of this Agreement. (c) No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be mailed to Parent's stockholders, unreasonably withheld or delayed). Parent and the Company will use all reasonable efforts to cause shall each advise the Joint Proxy Statement to be mailed to the Company's shareholdersother, as promptly as practicable after the Form S-4 receipt of notice thereof, of the time when the Registration Statement is declared has become effective under the Securities Act. Each or any supplement or amendment has been filed, of the Company and Parent shall promptly furnish to issuance of any stop order, of the other all information concerning suspension of the Acquired Corporations and the Company's shareholders and qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC for amendment of the Proxy Statement or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or for any other information and shall supply the other with copies of all correspondence between such party and requests by the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. for additional information. (d) The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of the Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' Meeting, Meetings and (iv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of If, at any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Parent shall use reasonable efforts promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to obtain form in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (e) The information supplied by the Company for inclusion in the Merger Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and Parent, (iii) the time of each of the Stockholders' Meetings and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, the Company shall promptly inform Parent. All 42 documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction of thethe Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Joint Proxy Statement. Schedule 13E-3. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement Statement") relating to the meetings of the Company's stockholders (the "Company Stockholders' Meeting") and simultaneously or thereafter Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider approval of this Agreement and Merger and the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "Parent Stock Issuance"), (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger, and (iii) Parent, Merger Sub and the Company shall, if required by the Exchange Act, prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") relating to the Merger and the other transactions contemplated by this Agreement. Each Parent and the Company each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the Parent Stock Issuance. The Company shall furnish all information concerning the Company that Parent may reasonably request in connection with such actions and the preparation of the Registration Statement, the Proxy Statement and Schedule 13E-3, if any. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall use all reasonable efforts mail the Proxy Statement, together with the Schedule 13E-3, if any, to its stockholders. (i) The Proxy Statement shall include the recommendation of the Board of Directors of the Company to the stockholders of the Company in favor of approval of this Agreement and the Merger; provided, however, that the Board of Directors of the Company may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of the Company determines in good faith after consultation with independent legal counsel (who may be the Company's regularly engaged outside legal counsel) that the failure to so withdraw, modify or change its recommendation would cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments Board of Directors of the SEC or Company to breach its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed fiduciary duties to the Company's shareholdersstockholders under applicable Law; and provided further that notwithstanding anything to the contrary contained in this Agreement, as promptly as practicable after such a withdrawal, modification or change in such recommendation shall not relieve the Form S-4 Registration Company in any way whatsoever of its obligations under Section 6.02(a) of this Agreement. (ii) The Proxy Statement is declared effective under shall include the Securities Act. Each recommendation of the Company and Board of Directors of Parent to the stockholders of Parent in favor of approval of the Parent Stock Issuance. (iii) Notwithstanding anything to the contrary contained in this Agreement, Parent shall promptly furnish have the option, at its sole discretion and at any time prior to the other all information concerning mailing of the Acquired Corporations Proxy Statement to the stockholders of Parent and the Company's shareholders , to elect to obtain the approval of the Parent Stock Issuance by the stockholders of Parent by an action by written consent of such stockholders, and if Parent so elects, the parties' obligations with respect to the Proxy Statement relating to the Parent Stockholders' Meeting and the holding of the Parent CorporationsStockholders' Meeting under this Agreement shall automatically and without any further action on the part of the parties cease and thereafter all references to the Proxy Statement under this Agreement shall be deemed to refer only to the proxy statement (together with any amendments or supplements thereto) relating to the Company Stockholders' Meeting to be held to consider the approval of this Agreement and the Merger; provided, respectivelyhowever, that may if Parent so elects above, Parent shall prepare and file with the SEC an information statement (together with any amendments thereof or supplements thereto, the "Information Statement")) to approve the Parent Stock Issuance and all references to the Proxy Statement herein shall also be required deemed to be references to the Information Statement. (c) No amendment or reasonably requested supplement to the Proxy Statement, the Registration Statement or the Schedule 13E-3, if any, will be made by Parent or the Company without the approval of the other party (which will not be unreasonably withheld). Parent and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC for amendment of the Proxy Statement or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or for any other information and shall supply the other with copies of all correspondence between such party and requests by the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. for additional information. (d) The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement, the Proxy Statement and the Joint Proxy Statement Schedule 13E-3, if any, shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement Statement, together with the Schedule 13E-3, if any (or, in each such case, any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' Meeting, Meetings and (iv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of If, at any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior time prior to the Effective Time, any event or circumstance relating to Parent or any subsidiary of Parent, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement, the Proxy Statement or the Schedule 13E-3, if any, Parent shall use reasonable efforts promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to obtain form and substance in all regulatory approvals needed to ensure that material aspects with the Parent Common Stock to be issued applicable requirements of the Securities Act and the Exchange Act. (e) The information supplied by the Company for inclusion in the Merger Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement, together with the Schedule 13E-3, if any (or, in each such case, any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and Parent, (iii) the time of each of the Stockholders' Meetings and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement, the Proxy Statement or the Schedule 13E-3, if any, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will be registered or qualified under comply as to form and substance in all material respects with the securities law applicable requirements of every jurisdiction of thethe Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent Bergen and the Company IVAX shall jointly prepare and cause to be filed IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and simultaneously or thereafter Parent shall prepare and cause Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be filed held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the SEC the Form S-4 Registration "Joint Proxy Statement, in which "). Copies of the Joint Proxy Statement will shall be included as a prospectusprovided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the rules applicable requirements of (i) the Exchange Act, (ii) AMEX and regulations promulgated by the SECNYSE, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCL. (i) The Joint Proxy Statement shall include the adoption of the Mergers and recommendation of the Board of Directors of IVAX to IVAX's shareholders that they vote in favor of approval of this Agreement and the Mergers contemplated hereby; provided, however, that the Board of Directors of IVAX may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of IVAX determines in good faith, after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel), that such withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as promptly as practicable determined by the Board of Directors of IVAX in good faith after it is filed consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the SECshareholders of IVAX than those provided for in the Reorganization. Parent will use all reasonable efforts to cause In addition, the Joint Proxy Statement shall include the opinion of Lehman Brothers referred to in Section 3.18. (ii) The Joint Proxy Statement shall include the approval of the Mergers and recommendation of the Board of Directors of Bergen to Bergen's shareholders that they vote in favor of approval of this Agreement and the Mergers contemplated hereby; provided, however, that the Board of Directors of Bergen may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of Bergen determines in good faith, after consultation with outside legal counsel (who may be mailed Bergen's regularly engaged outside legal counsel), that such withdrawal, modification or change of its recommendation is required by its fiduciary duties to ParentBergen's stockholdersshareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Company will use all reasonable efforts Board of Directors of Bergen after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to cause the shareholders of Bergen than those provided for in the Reorganization. In addition, the Joint Proxy Statement shall include the opinion of Merrill Lynch referred to be mailed in Section 4.18. (c) No amendment or supplement to the Company's shareholders, as promptly as practicable after Joint Proxy Statement or the Form S-4 Registration Statement is declared effective under shall be made without the Securities Actapproval of Bergen and IVAX, which approval shall not be unreasonably withheld or delayed. Each of the Company and Parent parties hereto shall promptly furnish to advise the other all information concerning parties hereto, promptly after it receives notice thereof, of the Acquired Corporations and time when the Company's shareholders and Registration Statement has become effective or any supplement or amendment has been filed, of the Parent Corporationsissuance of any stop order, respectively, that may be required or reasonably requested of the suspension of the qualification of the BBI Common Stock issuable in connection with the Mergers for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC SEC, AMEX or its staff the NYSE for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information. (d) The information supplied by each of Parent and the Company IVAX for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is filed with the SEC, (ii) if different, the time the Registration Statement is declared effective, (iiiii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of IVAX and shareholders of Parent and the Company, respectivelyBergen, (iiiiv) at the time of the Company IVAX Shareholders' Meeting, (v) the time of the Bergen Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (ivvi) 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, in light of the circumstances under which they were made, not misleading. If Parent at any time prior to the Effective Time any event or the Company becomes aware of circumstance relating to IVAX or any informationIVAX Subsidiary, or their respective officers or directors, should be discovered by IVAX that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, IVAX shall promptly inform the Company or Parent thereof and shall cooperate with the other in Bergen. All documents that IVAX is responsible for filing such amendment or supplement with the SEC andin connection with the Mergers will comply as to form in all material respects with the applicable requirements of AMEX, the NYSE, the NJBCA, the FBCA, the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by Bergen for inclusion in the Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is filed with the SEC, (ii) if appropriatedifferent, in mailing such the time the Registration Statement is declared effective, (iii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Bergen and IVAX, (iv) the Company time of the IVAX Shareholders' Meeting, (v) the time of the Bergen Shareholders' Meeting and (vi) 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 stockholders statements therein, in light of Parent. (b) Prior the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, Parent any event or circumstance relating to Bergen or any Bergen Subsidiary, or their respective officers or directors, should be discovered by Bergen that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement, Bergen shall use reasonable efforts promptly inform IVAX. All documents that Bergen is responsible for filing with the SEC in connection with the Mergers will comply as to obtain form in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued in applicable requirements of AMEX, the Merger (i) will be registered or qualified under NYSE, the securities law of every jurisdiction of theNJBCA, the FBCA, the DGCL, the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after Each of SPAH and FFC agrees to cooperate in the date preparation of this Agreement, Parent and the Company shall prepare and cause a Registration Statement on Form S-4 to be filed by SPAH with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause any other filings to be filed made by either Party, including filings of Current Reports on Form 8-K, with the SEC the Form S-4 Registration Statementor any other Regulatory Authority, in which connection with the Joint Proxy Statement will be included as a prospectusissuance of SPAH Common Stock in the Merger and the consummation of the Merger. Each of Parent SPAH and the Company shall FFC agrees to use all commercially reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments be filed within ten (10) Business Days of the SEC or its staff date of this Agreement and to have the Form S-4 Registration Statement be declared effective under the Securities Act as promptly as reasonably practicable after it is filed filing thereof. Each of SPAH and FFC shall furnish to each other all information concerning them that they may reasonably require in connection with the SECRegistration Statement. Parent FFC acknowledges and agrees that SPAH shall have primary responsibility for the preparation and filing of the Registration Statement that SPAH shall be entitled to include in the Registration Statement any and all information and disclosure SPAH deems to be reasonably necessary and FFC will not restrict SPAH from filing any amendments to the Registration Statement. (b) SPAH also agrees to use all commercially reasonable efforts to cause obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Joint Proxy Statement transactions contemplated by this Agreement. FFC agrees to furnish SPAH all information concerning FFC, the Bank, and their respective officers, directors, and stockholders as may be reasonably requested in connection with the foregoing. As a result of the registration of the SPAH Common Stock pursuant to the Registration Statement, such stock shall be freely tradable by the stockholders of FFC except to the extent that the transfer of any shares of SPAH Common Stock received by stockholders of FFC is subject to the provisions of Rule 145 under the Securities Act or restricted under Tax rules. Notwithstanding the foregoing, the executive officers and directors of FFC, the stockholders beneficially owning 5% or more of FFC’s outstanding equity securities (other than Barclay’s Global Investors, State Street Bank and Trust Company and other institutional investors) and the executive officers and directors of the Bank will be prohibited from selling or transferring shares received pursuant to the Merger for a period of one (1) year from the date such shares are issued, unless such directors or officers cease to be mailed directors or officers of the Surviving Corporation upon consummation of the Merger. (c) Each of SPAH and FFC agrees, as to Parent's stockholdersitself and its Subsidiaries, and that (i) none of the Company will use all reasonable efforts to cause the Joint Proxy Statement information supplied or to be mailed to supplied by it for inclusion or incorporation by reference in the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act. Each , 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) none of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each it or any of Parent and the Company its respective Subsidiaries for inclusion or incorporation by reference in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) will at the time date of the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed mailing to the shareholders and shareholders of Parent and the Company, respectively, (iii) its stockholders or at the time of the Company Shareholders' Meeting meeting of its stockholders and at warrantholders held for the time purpose of obtaining the Parent Stockholders' MeetingSPAH Stockholder Approval, and (iv) at the Effective TimeSPAH Warrantholder Approval, or the FFC Stockholder Approval, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. If Parent or Each of SPAH and FFC further agrees that if it shall become aware prior to the Company becomes aware Effective Date of any information, information that should be disclosed would cause any of the statements in an amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement. (d) In the case of SPAH, then Parent SPAH will advise FFC, promptly after SPAH receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, or of the issuance of any stop order or the Companysuspension of the qualification of the SPAH Common Stock for offering or sale in any jurisdiction, as of the case may beinitiation or threat of any proceeding for any such purpose, shall promptly inform or of any request by the Company or Parent thereof and shall cooperate with SEC for the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company Registration Statement or the stockholders of Parentfor additional information. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent (i) CFW and the Company shall prepare and cause to be filed CFW shall file with the SEC the a Joint Proxy Statement Statement, and simultaneously or thereafter Parent (ii) CFW shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be ----------------------- included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply prospectus in connection with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective registration under the Securities Act as promptly as practicable after it is filed with of the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement shares of CFW Common Stock to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement issued to the shareholders of the Company pursuant to the Merger. CFW and the Company shall each use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, CFW shall take all or any action required under any applicable federal or state securities laws in connection with the stockholders issuance of Parentshares of CFW Common Stock pursuant to the Merger. The Company shall furnish all information concerning the Company as CFW may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, each of CFW and the Company shall mail the Joint Proxy Statement to its respective shareholders. (bi) Prior The Joint Proxy Statement shall include the unanimous recommendation of the Board of Directors of the Company (except for Xxx X. Xxxxxx, who is not expected to attend the meeting) to the shareholders of the Company in favor of approval and adoption of the Merger. (ii) The Joint Proxy Statement shall include the unanimous recommendation of the Board of Directors of CFW to the shareholders of CFW in favor of approval and adoption of and approval of the issuance of the shares of CFW Common Stock in the Merger. (c) Except as may be required by law, no amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by CFW or the Company without the approval of the other party, which will not be unreasonably withheld or delayed. CFW and the Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the CFW Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon or requests for additional information by the SEC. (d) CFW shall promptly prepare and submit to the Nasdaq National Market a listing application covering the shares of CFW Common Stock issuable in the Merger, and shall use its reasonable best efforts to obtain, prior to the Effective TimeTime of the Merger, Parent approval for the listing of such CFW Common Stock, subject to official notice of issuance, and the Company shall use reasonable efforts cooperate with CFW with respect to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of thesuch listing.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall cooperate in preparing and shall prepare and cause to be filed file with the SEC a joint proxy statement (such joint proxy statement, as amended or supplemented from time to time, the “Joint Proxy Statement Statement”) to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting and simultaneously or thereafter to be sent to the stockholders of Parent relating to the Parent Stockholders’ Meeting and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement, ”) in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use all their reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable best efforts to cause the Joint Proxy Statement in preliminary form and the Registration Statement to be mailed filed, in each case, within forty five (45) days of the date of this Agreement and to Parent's stockholderscause the Registration Statement to become effective as promptly as practicable and to keep the Registration Statement effective as long as necessary to consummate the Transactions. The Company shall furnish all information concerning the Company and the holders of the Company Common Stock as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement, and Parent shall furnish all information concerning Parent and the holders of the Parent Common Stock as the Company will use all reasonable efforts to cause may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Joint Proxy Statement to be mailed its stockholders and Parent shall mail the Joint Proxy Statement to its stockholders. (b) The Joint Proxy Statement shall (i) state that the Company's shareholdersCompany Board has unanimously (A) determined that the Merger is fair to, as promptly as practicable after and in the Form S-4 Registration Statement is declared effective under the Securities Act. Each of best interests of, the Company and Parent shall promptly furnish its stockholders and (B) approved this Agreement and declared its advisability, (ii) include the Company Recommendation (except to the extent that the Company effects a Change in the Company Recommendation in accordance with Section 7.03) and (iii) include the written opinion of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other all information concerning matters set forth therein, the Acquired Corporations and Merger Consideration to be paid to the Company's shareholders and holders of Shares is fair, from a financial point of view, to such holders. (c) The Joint Proxy Statement shall (i) state that the Parent CorporationsBoard has unanimously approved the Parent Share Issuance, respectively(ii) include the Parent Recommendation (except to the extent that Parent effects a Change in the Parent Recommendation in accordance with Section 7.04) and (iii) include the written opinion of Xxxxxxxxx & Co., that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each LLC, that, as of the Company date of such opinion and Parent shall notify subject to the assumptions, limitations, qualifications and other promptly matters set forth therein, the Merger Consideration is fair, from a financial point of the receipt view, to Parent’s stockholders. (d) No filing of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or the Registration Statement will be made by Parent or the Company without the prior consent of the other party (which shall not be unreasonably withheld, conditioned or delayed); provided that this approval right shall not apply with respect to information relating to a Change in the Company Recommendation or a Change in the Parent Recommendation. Parent and the Company, as applicable, will advise the other promptly after receiving oral or written notice of (i) the time when the Registration Statement has become effective or any supplement or amendment to the Joint Proxy Statement or the Registration Statement has been filed, (ii) the issuance of any stop order, (iii) the suspension of the qualification for offering or sale in any other information jurisdiction of the Parent Common Stock issuable in connection with the Merger, or (iv) any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or SEC comments thereon or requests by the SEC for additional information. Parent and the Company shall supply the promptly provide each other with copies of all correspondence between such party and any written communication from the SEC or its staff or and shall cooperate to prepare appropriate responses thereto (and will provide each other governmental officials with respect copies of any such responses given to the S-4 SEC) and make such modifications to the Joint Proxy Statement or the Registration Statement or Joint Proxy Statement. The as shall be reasonably appropriate. (e) Parent represents and warrants to the Company that the information supplied by each of Parent and the Company for inclusion or incorporation by reference in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of Parent the Company and the Company, respectivelystockholders of Parent, (iii) at the time of the Company Shareholders' Meeting and at Stockholders’ Meeting, (iv) the time of the Parent Stockholders' Meeting, ’ Meeting and (ivv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If If, at any time prior to the Effective Time, any event or circumstance relating to Parent or the Company becomes aware of any informationMerger Sub, that or their respective officers or directors, shall be discovered by Parent which should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement so that either such document would not include any misstatement of a material fact or fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Parent shall promptly inform the Company and Parent and the Company shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company and the stockholders of Parent. All documents that Parent is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement. (f) The Company represents and warrants to Parent that the information supplied by the Company for inclusion or incorporation by reference in the Registration Statement and the Joint Proxy Statement shall not, then at (i) the time the Registration Statement is declared effective, (ii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and the stockholders of Parent, (iii) the time of the Company Stockholders’ Meeting, (iv) the time of the Parent Stockholders’ Meeting and (v) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, shall be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the CompanyJoint Proxy Statement so that either such document would not include any misstatement of a material fact or fail to state any material fact necessary to make the statements therein, as in light of the case may becircumstances under which they were made, not misleading, the Company shall promptly inform Parent and Parent and the Company or Parent thereof and shall cooperate with the other in filing such cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders extent required by Law, disseminated to the stockholders of the Company or and the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure . All documents that the Company is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent Common Stock to be issued specifically for inclusion or incorporation by reference in the Merger (i) will be registered Registration Statement or qualified under the securities law of every jurisdiction of theJoint Proxy Statement.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent and the Company shall jointly prepare and cause to be filed shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of Parent (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of Parent Common Stock to be issued to Company's stockholders pursuant to the Merger and (ii) the joint proxy statement with respect to the Merger relating to the special meetings of Company's stockholders to be held to consider approval of this Agreement and the Merger (the "Company Stockholders' Meeting") and of Parent's stockholders to be held to consider approval of the issuance of Parent Common Stock (the "Share Issuance") to Company's stockholders pursuant to the Merger (the "Parent Stockholders' Meeting") (together with any amendments thereto, the "Joint Proxy Statement"). Copies of the Joint Proxy Statement shall be provided to the AMEX and simultaneously or thereafter Parent shall prepare and cause to be filed the NNM in accordance with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectusits rules. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as Statement. As promptly as practicable after it is filed with the SECeffective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the stockholders of Company and of Parent. Parent will use all reasonable efforts to Each of the parties hereto shall cause the Joint Proxy Statement to be mailed comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the AMEX and the NNM. (b) The Joint Proxy Statement shall include (i) the approval of the Merger and the recommendation of the board of directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the board of directors of the Company to withdraw its recommendation and recommend a Superior Proposal in compliance with Section 6.04 of this Agreement, and (ii) the opinion of PaineWebber referred to in Section 4.19. The Joint Proxy Statement shall include (A) the approval of the Share Issuance and the recommendation of the board of directors of Parent to Parent's stockholdersstockholders that they vote in favor of approval of the Share Issuance, and (B) the Company will use all reasonable efforts opinion of Xxxx Xxxxx referred to cause in Section 5.16. (c) No amendment or supplement to the Joint Proxy Statement to be mailed to or the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under shall be made without the Securities Actapproval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the Company and Parent parties hereto shall promptly furnish to advise the other all information concerning parties hereto, promptly after it receives notice thereof, of the Acquired Corporations and time when the Company's shareholders and Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The comments thereon and responses thereto or requests by the SEC for additional information. (d) None of the information supplied by each of Parent and the Company for inclusion or incorporation by reference in the Form S-4 Registration Statement and or the Joint Proxy Statement shall not (i) shall, at the time respective times filed with the Form S-4 Registration Statement is declared effectiveSEC or other regulatory agency and, in addition, (iiA) at in the time case of the Joint Proxy Statement is first Statement, at the date it or any amendments or supplements thereto are mailed to the shareholders and shareholders stockholders of Parent and the Company, respectively, (iii) at the time of the Company Stockholders' Meeting, at the time of the Parent Shareholders' Meeting and at the time Effective Time and (B) in the case of the Parent Stockholders' MeetingRegistration Statement, when it becomes effective under the Securities Act and (iv) 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, in light of the circumstances under which they were are made, not misleading. If Parent at any time prior to the Effective Time any event or the circumstance relating to Company becomes aware of or any informationCompany Subsidiary, or their respective officers or directors, should be discovered by Company that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, Company shall promptly inform the Parent. All documents that Company or Parent thereof and shall cooperate with the other in is responsible for filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement connection with the Merger will comply as to form in all material respects with the shareholders applicable requirements of the Company or rules and regulations of the stockholders of ParentSecurities Act and the Exchange Act. (be) Prior None of the information supplied by Parent for inclusion or incorporation by reference in the Registration Statement or the Joint Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of Parent and Company, at the time of Company Stockholders' meeting, at the time of the Parent Shareholders' Meeting and at the Effective Time and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act 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, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform Company. All documents that Parent is responsible for filing with the Parent Common Stock to be issued SEC in connection with the Merger (i) will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction the rules and regulations of thethe Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement relating to the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed with meetings of the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each stockholders of Parent and the Company to be held in connection with the Merger and the Parent Vote Matter (together with any amendments thereof or supplements thereto, the "Proxy Statement") and (ii) Parent shall use all reasonable efforts to cause prepare and file with the SEC a registration statement on Form S-4 Registration (the "Form S-4") in which the Proxy Statement shall be included as part (together with the Proxy Statement and all amendments to the Proxy Statement and the Joint Proxy Statement to comply Form S-4, the "Registration Statement") in connection with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective registration under the Securities Act as promptly as practicable after it is filed with of the SEC. shares of Parent will use all reasonable efforts to cause the Joint Proxy Statement Common Stock to be mailed issued to Parent's stockholders, and the stockholders of the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed pursuant to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities ActMerger. Each of the Company and Parent shall use their reasonable best efforts to have or cause the Registration Statement to become effective as promptly furnish to the other as practicable, and shall take all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be or any action required under any applicable federal or reasonably requested state securities laws in connection with any action contemplated by this Section 5.1the issuance of shares of Parent Common Stock pursuant to the Merger. Each of the Company and Parent shall notify furnish all information concerning itself to the other promptly as the other may reasonably request in connection with such actions and the preparation of the receipt of any comments from Registration Statement. As promptly as practicable after the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by have become effective, each of Parent and the Company shall mail the Registration Statement to its respective stockholders. The Registration Statement shall include the recommendation of the Board of Directors of each of Parent and the Company in favor of the Merger, the Merger Agreement and the Parent Vote Matter, as the case may be; provided, however, that nothing contained in this Section 5.06 shall prohibit the Board of Directors of the Company or Parent from failing to make the recommendation if the Board of Directors of Parent or the Company, as the case may be, has determined in good faith, after consultation with and based upon the written advice of independent legal counsel, that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (b) The information supplied by Parent for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' MeetingStockholders Meetings (as defined in Section 5.07), and (iv) 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, in light of the circumstances under which they were made, therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent or the Company becomes aware any of its subsidiaries, or any informationof their respective officers or directors, that should be disclosed discovered by Parent which should be set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company. (c) The information supplied by the Company for inclusion in the Registration Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Registration Statement (or Parent any amendment thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement thereto) is first mailed to the shareholders stockholders of the Company or and Parent, (iii) the stockholders time of Parent. each of the Stockholders Meetings (bas defined in Section 5.07), and iv) Prior to the Effective Time, Parent shall use reasonable efforts contain any untrue statement of a material fact or omit to obtain all regulatory approvals needed to ensure that the Parent Common Stock state any material fact required to be issued stated therein or necessary in order to make the Merger (i) will statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any its subsidiaries, or any of their respective officers or directors, should be registered discovered by the Company that should be set forth in an amendment or qualified under a supplement to the securities law of every jurisdiction of theRegistration Statement, the Company shall promptly inform Parent.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC a registration statement on Form S-4 concerning the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause Common Stock to be filed with issued upon the SEC Merger (the Form "S-4 Registration Statement"), in which the Joint Proxy Statement will be included as a prospectus, and any other documents required by the Securities Act or the Exchange Act in connection with the Merger. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and (including the Joint Proxy Statement Statement) to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholdersshareholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholdersstockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the The Company and Parent shall promptly furnish to the other Parent all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each If any event relating to any of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC Acquired Corporations occurs, or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or if the Company becomes aware of any information, information that should be disclosed set forth in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, Company shall promptly inform the Company or Parent thereof and shall cooperate with the other Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders stockholders of the Company or the stockholders of ParentCompany. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Merger Agreement, Parent Acquiror and the Company shall prepare and cause to be filed file with the SEC a registration statement on Form S-4 (such registration statement, together with the amendments thereto being the "Registration Statement") containing a joint ---------------------- proxy statement/prospectus (such joint proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms to be mailed to the stockholders of Acquiror and to the Company Stockholders, being the "Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed Statement") in connection with the SEC registration under the Form S-4 Registration Statement--------------------- Securities Act of the shares of Acquiror Common Stock issuable pursuant to Section 2.01, in which the Joint Proxy Statement will be included as a prospectus. Each vote of Parent the stockholders of Acquiror with respect to the Acquiror Charter Amendment, the issuance of Acquiror Common Stock pursuant to the Merger Agreement and the vote of the Company shall use all reasonable efforts Stockholders with respect to cause the Form S-4 Merger and this Merger Agreement. Acquiror agrees to provide the Company with an opportunity to review and comment on the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond before filing. Each party agrees promptly to any comments provide the other parties with copies of all correspondence from and all responsive correspondence to the SEC or its staff and to have regarding the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the and Joint Proxy Statement Statement. Each party agrees promptly to be mailed notify the other parties of all stop orders or threatened stop orders of which it becomes aware with respect to Parent's stockholders, the Registration Statement. Each of Acquiror and the Company will use all reasonable best efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Acquiror Common Stock in the Merger. Each of Acquiror and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and Acquiror shall mail the Joint Proxy Statement to their respective stockholders and shall comply with the proxy solicitation rules and regulations under the Exchange Act in connection with the solicitation of such stockholders. The Company covenants and agrees that the Joint Proxy Statement shall include the recommendation of the Company's Board of Directors to the Company Stockholders to vote to approve this Merger Agreement and the transactions contemplated hereby, subject to Section 5.05 above. (b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared 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. The information supplied by the Company for inclusion in the Joint Proxy Statement to be mailed sent to the Company's shareholders, as promptly as practicable after Company Stockholders in connection with the Form S-4 Registration Statement is declared effective under the Securities Act. Each meeting of the Company and Parent Stockholders to consider the Merger (the "Company Stockholders' Meeting") shall promptly furnish to not, at the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and date ----------------------------- the Joint Proxy Statement shall not (ior any amendment thereof or supplement thereto) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent Company Stockholders and the Companystockholders of Acquiror, respectively, (iii) at the time of the Company ShareholdersStockholders' Meeting and at the time of the Parent Acquiror Stockholders' MeetingMeeting (as defined in Section 6.01(c)), and (iv) or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. If Parent at any time prior to the Effective Time any event or circumstance relating to the Company becomes aware or any of any informationits affiliates, that or its or their respective officers or directors, should be disclosed discovered by the Company which should be set forth in an amendment or supplement to the Form S-4 Registration Statement or a supplement to the Joint Proxy Statement, then Parent the Company shall promptly inform Acquiror. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information supplied by Acquiror for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared 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 Companystatements therein not misleading. The information supplied by Acquiror for inclusion in the Joint Proxy Statement to be sent to the stockholders of Acquiror in connection with the meeting of the stockholders of Acquiror to consider the Acquiror Charter Amendment and the issuance of Acquiror Common Stock pursuant to the Merger Agreement (the "Acquiror Stockholders' Meeting") ------------------------------ shall not, as at the case may bedate the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company Stockholders and the stockholders of Acquiror, at the time of the Company Stockholders' Meeting and the Acquiror Stockholders' Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Acquiror or any of its respective affiliates, or its or their respective officers or directors, should be discovered by Acquiror which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Acquiror shall promptly inform the Company or Parent thereof and shall cooperate with the other in Company. All documents that Acquiror is responsible for filing such amendment or supplement with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The Company and Acquiror each hereby (i) consents to the use of its name and, if appropriateon behalf of its subsidiaries and affiliates, in mailing the names of such amendment or supplement subsidiaries and affiliates, and to the shareholders inclusion of financial statements and business information relating to such party and its subsidiaries and affiliates (in each case, to the extent required by applicable securities Laws) in any registration statement or proxy statement prepared by the Company or the stockholders of Parent. Acquiror pursuant to this Merger Agreement; (bii) Prior agrees to the Effective Time, Parent shall use its reasonable best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock written consent of any Person retained by it which may be required to be issued named (as an expert or otherwise) in such registration statement or proxy statement; and (iii) agrees to cooperate, and to use its reasonable best efforts to cause its subsidiaries and affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the Merger parties specified in clause (i) will in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, to be registered disclosed by applicable securities Laws in any such registration statement or qualified under the securities law of every jurisdiction of theproxy statement.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC the a Joint Proxy Statement Statement, and simultaneously or thereafter (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectusprospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the shareholders of the Company pursuant to the Merger. Each Parent and the Company shall each use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. In connection with the preparation of the Registration Statement and Joint Proxy Statement, the Company shall furnish all information concerning the Company as Parent may reasonably request, and Parent shall furnish all information concerning Parent as the Company may reasonably request. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and mail the Joint Proxy Statement to comply with the rules and regulations promulgated by the SECits respective shareholders. (b) Subject to Section 6.3, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at include the time unanimous recommendation of the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders Board of Parent and the Company, respectively, (iii) at the time Directors of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company in favor of Company Shareholder Approval; notwithstanding anything to the contrary in this Agreement, the Board of Directors of the Company may withhold, withdraw, modify or amend its recommendation if in the stockholders good faith opinion of Parentthe Board of Directors, arrived at in accordance with the provisions of Section 6.3(a), after consultation with counsel, such recommendation might be inconsistent with its fiduciary duties to the Company's shareholders under applicable law; and any such withholding, withdrawal, modification or amendment shall not constitute a breach of this Agreement. (bc) Prior The Joint Proxy Statement shall include the unanimous recommendation of the Board of Directors of Parent to the Effective Timeshareholders of Parent in favor of Parent Shareholder Approval. (d) Except as may be required by law, no amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that or the Company without the approval of the other party, which will not be unreasonably withheld or delayed. Parent and the Company each will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon or requests for additional information by the SEC. (e) Parent shall promptly prepare and submit to be issued the Nasdaq a listing application covering the shares of Parent Common Stock issuable in the Merger (i) will be registered or qualified under Merger, and shall use commercially reasonable efforts to obtain, prior to the securities law Effective Time of every jurisdiction the Merger, approval for the listing of thesuch Parent Common Stock, subject to official notice of issuance, and the Company shall cooperate with Parent with respect to such listing.

Registration Statement; Joint Proxy Statement. (a) As promptly as reasonably practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed each file with the SEC proxy materials that shall constitute the Joint joint proxy statement (together with any amendments thereof or supplements thereto, (the "Proxy Statement Statement")) relating to the meeting of the Company's stockholders (the "Company Stockholders' Meeting") and simultaneously or thereafter the meeting of Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider adoption of this Agreement and approval of the Mergers (including, in the case of the Parent Stockholders Meeting, the issuance of the shares of Holdco Common Stock in the Company Merger), and (ii) Holdco shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of shares of Holdco common Stock to be issued to the stockholders of the Company and the Parent pursuant to the Mergers. Each of Parent and the Company shall use all commercially reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholderspracticable, and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. The Company shall furnish all information concerning the Company will use all reasonable efforts to cause as Parent may reasonably request in connection with such actions and the Joint Proxy Statement to be mailed to preparation of the Company's shareholders, as Registration Statement. As promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of shall have become effective, the Company shall mail the Proxy Statement to its stockholders and Parent shall promptly furnish mail the Proxy Statement to its stockholders. The Proxy Statement and all other proxy materials shall be subject to the other all information concerning the Acquired Corporations review and reasonable approval of Parent and the Company's shareholders . (b) Subject to the obligations of Parent and the Company under applicable Law, no amendment or supplement to the Proxy Statement or the Registration Statement will be made by Parent Corporationsor the Company without the approval of Parent and the Company. Holdco and Parent will advise the Company promptly after receipt of notice thereof, respectivelyof the time at which the Registration Statement has become effective or any supplement or amendment has been filed, that may be required or reasonably requested of the issuance of any stop order, of the suspension of the qualification of the shares of Holdco Common Stock issuable in connection with the Mergers for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or requests by the SEC for any other additional information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company Company, as applicable, will advise the other, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) The information supplied by Parent for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement (if applicable) shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of Parent and the Company, respectivelyCompany or the stockholders of Parent, (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' MeetingMeetings, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If If, at any time prior to the Effective Time, any event or circumstance relating to Parent or the Company becomes aware any of any informationits Subsidiaries, or their respective officers or directors, that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy StatementStatement is discovered by Parent, then Parent or the Company, as the case may be, shall promptly inform the Company or thereof. All documents that Parent thereof and shall cooperate with the other in is responsible for filing such amendment or supplement with the SEC andin connection with the Mergers or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) The information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, if appropriateat (i) the time the Registration Statement is declared effective, in mailing such (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders stockholders of the Company or the stockholders of Parent. , (biii) Prior the time of each of the Stockholders' Meetings and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, Parent any event or circumstance relating to the Company or any of its subsidiaries, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement is discovered by the Company, the Company shall use reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform Parent. All documents that the Parent Common Stock Company is responsible for filing with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement will comply as to be issued form and substance in all material respects with the Merger (i) will be registered or qualified under applicable requirements of the securities law of every jurisdiction of theSecurities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement Statement") relating to the meetings of the Company's stockholders (the "Company Stockholders' Meeting") to be held to consider approval of this Agreement and simultaneously or thereafter the Merger and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Shares to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use all its reasonable best efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable, and prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of Parent Common Shares pursuant to the Merger. The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SECStatement. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as As promptly as practicable after the Form S-4 Registration Statement is declared effective under shall have become effective, the Securities Act. Each Company shall mail the Proxy Statement to its stockholders. (b) Subject to paragraph (c) of this Section 6.01, the Proxy Statement shall include the Company Board Approval. (c) Nothing in this Agreement shall prevent the Company's Board of Directors from withholding, withdrawing, amending or modifying the Company Board Approval if the Board of Directors of the Company and Parent shall promptly furnish determines in good faith (after consultation with legal counsel) that the failure to take such action would constitute a breach by the other all information concerning Board of Directors of the Acquired Corporations and Company of its fiduciary duties to the Company's shareholders under applicable law. Unless this Agreement shall have been terminated in accordance with its terms, nothing contained in this Section 6.01(c) shall limit the Company's obligation to convene and hold the Company Stockholders' Meeting (regardless of whether the Company Board Approval shall have been withheld, withdrawn, amended or modified). (d) No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be unreasonably withheld or delayed). Each of Parent and the Company will advise the other, promptly after it receives notice thereof, of the time at which the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Corporations, respectively, that may be required or reasonably requested Common Shares issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC for amendment of the Proxy Statement or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement comments thereon and responses thereto or for any other information and shall supply the other with copies of all correspondence between such party and requests by the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. for additional information. (e) The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders and shareholders stockholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Company's Stockholders' Meeting, Meetings and (iv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If If, at any time prior to the Effective Time, any event or circumstance relating to Parent or the Company becomes aware of any informationParent Subsidiary, or their respective officers or directors, that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy StatementStatement should be discovered by Parent, then Parent or the Company, as the case may be, shall promptly inform the Company or thereof. All documents that Parent thereof and shall cooperate with the other in is responsible for filing such amendment or supplement with the SEC andin connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (f) The information supplied by the Company for inclusion in the Registration Statement and the Proxy Statement shall not, if appropriateat (i) the time the Registration Statement is declared effective, in mailing such (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company or the stockholders of Parent. the Company, (biii) Prior the time of Company's Stockholders' Meetings and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, Parent any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement should be discovered by the Company, the Company shall use reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform Parent. All documents that the Parent Common Stock to be issued Company is responsible for filing with the SEC in connection with the Merger (i) or the other transactions contemplated by this Agreement will be registered or qualified under comply as to form and substance in all material respects with the securities law applicable requirements of every jurisdiction of thethe Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent CGI and the Company STC shall jointly prepare and cause to be filed STC and CGI shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of CGI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of the CGI Common Stock to be issued to STC's stockholders pursuant to the Merger and (ii) the Joint Proxy Statement with respect to the Merger relating to the special meeting of each of STC's stockholders (the "STC Stockholders' Meeting") and simultaneously or thereafter Parent shall prepare and cause CGI's stockholders (the "CGI Stockholders' Meeting") to be filed held to consider approval of this Agreement and the Merger contemplated hereby (together with any amendments thereto, the SEC the Form S-4 Registration "Joint Proxy Statement, in which "). Copies of the Joint Proxy Statement will shall be included as a prospectusprovided to the NASD in accordance with its rules with respect to the NMS. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable after this date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of CGI Common Stock pursuant to the Merger. CGI or STC, as the case may be, shall furnish all information concerning itself as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the stockholders of CGI and STC. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC NASD and (iv) the General Corporation Law. (b) The Joint Proxy Statement shall include (i)(A) subject to the provisos contained in the first sentence of Section 6.06, the approval of the Merger and the STC Amendment and recommendation of the board of directors of STC to the stockholders of STC that they vote in favor of approval of this Agreement and the Merger contemplated hereby and the STC Amendment, and (B) the opinion of DLJ referred to in Section 4.18, and (ii)(A) subject to the provisos contained in the first sentence of Section 6.06, the approval of the Merger and the CGI Amendment and recommendation of the board of directors of CGI to the stockholders of CGI that they vote in favor of approval of this Agreement and the Merger contemplated hereby and the CGI Amendment, and (B) the opinion of Lehmxx Xxxthers referred to in Section 5.18. (c) No amendment or its staff and supplement to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and or the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under shall be made without the Securities Actapproval of CGI and STC, which approval shall not be unreasonably withheld or delayed. Each of the Company and Parent parties hereto shall promptly furnish to advise the other all information concerning parties hereto, promptly after it receives notice thereof, of the Acquired Corporations and time when the Company's shareholders and Registration Statement has become effective or any supplement or amendment has been filed, of the Parent Corporationsissuance of any stop order, respectively, that may be required or reasonably requested of the suspension of the qualification of the CGI Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff the NASD for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information. (d) The information supplied by each of Parent and the Company STC for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is filed with the SEC, (ii) if different, the time the Registration Statement is declared effective, (iiiii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders stockholders of STC and shareholders of Parent and the Company, respectivelyCGI, (iiiiv) at the time of the Company ShareholdersSTC Stockholders' Meeting and at Meeting, (v) the time of the Parent CGI Stockholders' Meeting, Meeting and (ivvi) 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, in light of the circumstances under which they were made, not misleading. If Parent at any time prior to the Effective Time any event or the Company becomes aware of circumstance relating to STC or any informationSTC Subsidiary, or their respective officers or directors, should be discovered by STC that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, STC shall promptly inform the Company or Parent thereof and shall cooperate with the other in CGI. All documents that STC is responsible for filing such amendment or supplement with the SEC andin connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the NASD, the General Corporation Law, the Securities Act and the Exchange Act. (e) The information supplied by CGI for inclusion in the Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is filed with the SEC, (ii) if appropriatedifferent, in mailing such the time the Registration Statement is declared effective, (iii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company or the stockholders of Parent. CGI and STC, (biv) Prior the time of the STC Stockholders' Meeting, (v) the time of the CGI Stockholders' Meeting and (vi) 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, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, Parent any event or circumstance relating to CGI or any CGI Subsidiary, or their respective officers or directors, should be discovered by CGI that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement, CGI shall use reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform STC. All documents that CGI is responsible for filing with the Parent Common Stock to be issued SEC in connection with the Merger (i) will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction the rules and regulations of thethe NASD, the General Corporation Law, the Securities Act and the Exchange Act.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable (and in any event within 45 days) after the date execution of this Agreement, Parent (i) Zillow and the Company Trulia shall prepare and cause to be filed with the SEC a joint proxy statement to be sent to the stockholders of Trulia relating to the meeting of Trulia’s stockholders (the “Trulia Stockholders’ Meeting”) to be held to consider adoption of this Agreement and to be sent to the shareholders of Zillow relating to the meeting of Zillow’s shareholders (the “Zillow Shareholders’ Meeting” and, together with Trulia Stockholders’ Meeting, the “Special Meetings”) to be held to consider approval of this Agreement (such proxy statement, as amended or supplemented, being referred to herein as the “Joint Proxy Statement Statement”) and simultaneously or thereafter Parent (ii) HoldCo shall prepare and cause to be filed with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”), in which the Joint Proxy Statement will shall be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply , in connection with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective registration under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each shares of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent HoldCo Class A Common Stock to be issued pursuant to the Mergers. The parties shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, HoldCo shall take all or any action required under any applicable federal or state securities laws (other than qualifying to do business in any jurisdiction in which it is not now so qualified) in connection with the Merger issuance of shares of HoldCo Class A Common Stock pursuant to the Mergers. Each party shall furnish to the other party all information concerning it and its business as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. Each party shall advise the other party, promptly after they receive notice thereof, of any comments on the Joint Proxy Statement or the Registration Statement and responses thereto from, or requests for additional information by, the SEC and each shall use its reasonable best efforts to respond as promptly as reasonably practicable to any such comments, responses or requests. Notwithstanding the foregoing, prior to filing the Joint Proxy Statement or the Registration Statement (ior any amendment or supplement thereto) will or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments or requests of the SEC with respect thereto, each party (x) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (y) shall include in such document or response all comments reasonably proposed by the other and (z) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be registered unreasonably withheld, conditioned or qualified under delayed; provided, however, that Trulia, in connection with a Trulia Board Recommendation Change, or Zillow, in connection with a Zillow Board Recommendation Change, may amend or supplement the securities law Joint Proxy Statement pursuant to a Qualifying Amendment to effect such change, and in such event, the right of every jurisdiction of theapproval set forth in this clause

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date of this Merger Agreement, Parent Veeco and the Company FEI shall prepare and cause to be filed with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent Veeco shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Veeco and the Company FEI shall use all reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent Each of Veeco and FEI shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments and advise each other of any oral comments with respect to the Joint Proxy Statement or Form S-4 Registration Statement. Veeco will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to ParentVeeco's stockholders, and the Company FEI will use all reasonable best efforts to cause the Joint Proxy Statement to be mailed to the CompanyFEI's shareholdersstockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company FEI and Parent Veeco shall promptly furnish to the other one another all information concerning the Acquired Corporations FEI Entities and the CompanyFEI's shareholders stockholders and the Parent Corporations, respectively, Veeco and Veeco's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.15.21. Each If any event relating to any of the Company and Parent shall notify the other promptly of the receipt FEI Entities occurs, or if FEI becomes aware of any comments from the SEC or its staff and of any request by the SEC or its staff for any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then FEI shall promptly inform Veeco thereof and shall cooperate with Veeco in filing such amendment or supplement with the SEC and provide Veeco with a reasonable opportunity to comment on any such amendment or supplement prior to filing with the SEC and, if appropriate, shall cooperate with Veeco in mailing such amendment or supplement to the stockholders of FEI. If any event relating to any of the Veeco Entities occurs, or if Veeco becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Veeco shall promptly inform FEI thereof and shall cooperate with FEI in filing such amendment or supplement with the SEC and provide FEI with a reasonable opportunity to comment on any such amendment or supplement prior to filing with the SEC and, if appropriate, cooperate with FEI in mailing such amendment or supplement to the stockholders of Veeco. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or for any other information the Form S-4 Registration Statement shall be made without the approval of both Veeco and FEI, which approval shall supply the other with copies of all correspondence between such party and the SEC not be unreasonably withheld or its staff or other governmental officials delayed; PROVIDED, that, with respect to documents filed by a party hereto that are incorporated by reference in the Form S-4 Registration Statement or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition, or results of operations; and PROVIDED, FURTHER, that Veeco, in connection with a change in the Veeco Board Recommendation (to the extent permitted by Section 5.23(c) hereof), and FEI, in connection with a change in the FEI Board Recommendation (to the extent permitted by Section 5.22(c) hereof), may amend or supplement the Joint Proxy Statement or Form S-4 Registration Statement (including by incorporation by reference) pursuant to a Qualifying Amendment to effect such a change, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, and shall be subject to the right of each party to have its Board of Directors' deliberations and conclusions be accurately described. The information supplied by each Each party hereto will advise the other party, promptly after it receives notice thereof, of Parent and the Company for inclusion in time when the Form S-4 Registration Statement and has become effective, the issuance of any stop order, the suspension of the qualification of the Veeco Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement shall not or Form S-4 Registration Statement. If, at any time prior to the Effective Time, any information relating to Veeco or FEI, or any of their respective Affiliates, officers or directors, is discovered by Veeco or FEI and such information should be set forth in an amendment or supplement to (i) at the time the Form S-4 Registration Statement is declared effective, so that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) at the Effective Time, so that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading. If Parent , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the FEI Stockholders Meeting or the Company becomes aware of any informationVeeco Stockholders Meeting, that should be disclosed in which has become false or misleading, the party hereto discovering such information shall promptly notify the other parties hereto and, to the extent required by Law, an appropriate amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, describing such information shall be promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement filed with the SEC and, if appropriate, in mailing such amendment or supplement and disseminated to the shareholders of the Company or the stockholders of ParentVeeco and FEI. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as reasonably practicable after the date execution of this Agreement, Parent Company and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 Registration StatementF-4 or Form S-4, as applicable, of Parent (together with all amendments thereto, the "REGISTRATION STATEMENT"), in connection with the registration under the Securities Act of Parent Common Stock to be issued to Company's stockholders pursuant to the Merger and (ii) the joint proxy statement with respect to the Merger relating to the special meetings of Company's stockholders to be held to consider approval of this Agreement and the Merger (the "COMPANY STOCKHOLDERS' MEETING") and of Parent's stockholders to be held to consider, (i) adoption of an amendment to Parent's Articles of Association (a copy of which is attached as Annex H), among other things, to effect the Joint Proxy Statement will be included name change (as a prospectusset forth in Section 2.01), increase the number of authorized shares of Parent common stock and provide for independent Board representation (the "ARTICLES AMENDMENT"), (ii) approval of the issuance of Parent Common Shares ("SHARE ISSUANCE") to Company's stockholders pursuant to the Merger, (iii) the approval of the domestication ("DOMESTICATION") of Parent in Delaware and (iv) adoption and/or approval of the reconstitution of Parent's board of directors, including, without limitation, the election of the persons identified on Schedule I to such board, as set forth in Section 2.07 (the "BOARD RECONSTITUTION") (the "PARENT STOCKHOLDERS' MEETING") (together with any amendments thereto, the "JOINT PROXY STATEMENT"). Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action reasonably required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or Company, as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities ActStatement. Each of the Parent and Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by on the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall not provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the stockholders of Company and of Parent. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) at the time the Form S-4 Registration Statement is declared effectiveExchange Act, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders Securities Act, and shareholders of Parent and the Company, respectively, (iii) at the time rules and regulations of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and NNM. (ivb) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an No amendment or supplement to the Form S-4 Registration Joint Proxy Statement or the Joint Proxy Statement, then Registration Statement shall be made without the approval of Parent or the and Company, as which approval shall not be unreasonably withheld or delayed. Each of the case may be, parties hereto shall promptly inform the Company or Parent thereof and shall cooperate with advise the other in filing such amendment or supplement with the SEC andparties hereto, if appropriatepromptly after it receives notice thereof, in mailing such amendment or supplement to the shareholders of the Company time when the Registration Statement has become effective or any supplement or amendment has been filed, of the stockholders issuance of Parent. (b) Prior to any stop order, of the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that suspension of the qualification of the Parent Common Stock to be issued issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) The Joint Proxy Statement shall include (i) will be registered or qualified with respect to Company and its stockholders, (x) the approval of the Merger and the recommendation of the board of directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger unless a withdrawal of such recommendation is required following receipt by Company of a Company Superior Proposal, and (y) if required under the securities law Securities Act or other applicable Law, the opinion of every jurisdiction Company Financial Advisor, and (ii) with respect to Parent and its stockholders, (x) the approval of the Articles Amendment, the Share Issuance, the Domestication and the Board Reconstitution, and the recommendation of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of the Articles Amendment, the Share Issuance, the Domestication and the Board Reconstitution unless a withdrawal of such recommendation is required following receipt by Parent of a Parent Superior Proposal and (y) the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent Servico and the Company Impac shall jointly prepare and cause to be filed SHG shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of SHG (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the SHG Common Stock to be issued to Servico's shareholders pursuant to the Servico Merger and (B) the SHG Common Stock to be issued to Impac's Members pursuant to the Impac Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of Servico's shareholders (the "Servico Special Meeting") and simultaneously or thereafter Parent shall prepare and cause Impac's Members (the "Impac Special Meeting" and, together with the Servico Special Meeting, the "Special Meetings") to be filed held to consider the approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the SEC the Form S-4 Registration "Joint Proxy Statement, in which "). Copies of the Joint Proxy Statement will shall be included as a prospectusprovided to the NYSE in accordance with the rules of such exchange. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholderspracticable, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed and, prior to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each date of the Company and Parent Registration Statement, the parties hereto shall promptly furnish to the other take all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be action required or reasonably requested under any applicable Laws in connection with any action contemplated by this Section 5.1. Each the issuance of the Company and Parent shall notify the other promptly shares of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement SHG Common Stock pursuant to the Form S-4 Registration Statement Mergers. Servico or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the CompanyImpac, as the case may be, shall promptly inform the Company furnish all information concerning Servico or Parent thereof and shall cooperate with Impac (including updated financial information as required by Regulation S-X) as the other party may reasonably request in filing connection with such amendment or supplement with actions and the SEC andpreparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, if appropriate, in mailing such amendment or supplement the Joint Proxy Statement shall be mailed to the shareholders of Servico and Members of Impac. Each of the Company or parties hereto shall cause the stockholders Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of theExchange Act, (ii) the NYSE, (iii) the Securities Act and (iv) the FBCA and the GLLCA.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint "Proxy Statement Statement") relating to the meetings of the Company's stockholders (the "Company Stockholders' Meeting") and simultaneously or thereafter Parent's stockholders (the "Parent Stockholders' Meeting" and, together with the Company Stockholders' Meeting, the "Stockholders' Meetings") to be held to consider approval and adoption of this Agreement and the Merger by the Company's stockholders and the approval of the Parent Proposal by Parent's stockholders and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement, ") in which the Joint Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger. Each Parent and the Company each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. The Company shall promptly furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall use all reasonable efforts to cause mail the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior (i) The Proxy Statement shall include the recommendation of the Company Board to the holders of Company Common Stock in favor of the Company Proposal; provided, however, that the Company Board may, at any time prior to the Effective Time, Parent shall use reasonable efforts withdraw, modify or change any such recommendation to obtain all regulatory approvals needed to ensure the extent that the Parent Company Board determines in good faith after consultation with outside legal counsel (who may be the Company's regularly engaged outside legal counsel) that the failure to so withdraw, modify or change its recommendation could reasonably be deemed to cause the Company Board to breach its fiduciary duties to the holders of Company Common Stock under applicable Law and, notwithstanding anything to be issued the contrary contained in this Agreement, such a withdrawal, modification or change in such recommendation shall not constitute a breach of this Agreement by the Merger (i) will be registered Company. Notwithstanding anything to the contrary in this Agreement, such a withdrawal, modification or qualified change, in such recommendation shall not relieve the Company in any way whatsoever of its other obligations under the securities law this Section 6.01 or its obligations under Section 6.02 of every jurisdiction of thethis Agreement.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed Parent shall file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement Statement”) relating to the respective meetings of the Company stockholders (the “Company Stockholders’ Meeting”) to be held to consider approval of this Agreement (including the principal terms hereof) and simultaneously or thereafter the Merger and of the Parent stockholders (the “Parent Stockholders’ Meeting”) to be held to consider approval of the Share Issuance and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with all amendments and supplements thereto, the ”Registration Statement, ”) in which the Joint Proxy Statement will shall be included as a part of the prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued to the stockholders of the Company pursuant to the Merger. Each of Parent and the Company shall use all its reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared become effective under the Securities Act as promptly as practicable after it is filed with the SECpracticable. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) 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, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain take all regulatory approvals needed to ensure that or any action reasonably required under applicable state securities Laws in connection with the issuance of shares of Parent Common Stock to be issued in the Merger. Each of Parent and the Company shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable, but in no event later than the third business day, after the Registration Statement shall have become effective, each of Parent and the Company shall mail or cause to be mailed the Joint Proxy Statement to their respective stockholders. (b) Subject to paragraph (c) of this Section 6.01, the Joint Proxy Statement shall include the unanimous recommendation of the Board of Directors of the Company to the stockholders of the Company to vote in favor of approving this Agreement (including the principal terms hereof) and the Merger (the “Company Board Recommendation”) and neither the Board of Directors of the Company nor any committee thereof shall withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to Parent, the Company Board Recommendation. For purposes of this Agreement, the Company Board Recommendation shall be deemed to have been modified in a manner adverse to Parent if such recommendation shall no longer be unanimous. (c) Prior to the approval of this Agreement and the approval of the Merger by the requisite vote of the stockholders of the Company, nothing in this Agreement shall prevent the Company’s Board of Directors from withholding, withdrawing, amending, modifying or changing the Company Board Recommendation if (i) will a Company Superior Proposal (as defined in Section 6.05(a) below) is made to the Company and is not withdrawn, (ii) the Company shall have promptly, but in no event more than 24 hours after receiving such Company Superior Proposal, provided written notice to Parent advising Parent that the Company has received a Company Superior Proposal, specifying the terms and conditions of such Company Superior Proposal in reasonable detail and identifying the person or entity making such Company Superior Proposal (a “Notice of Company Superior Proposal”), (iii) Parent shall not have, within five business days of Parent’s receipt of the Notice of Company Superior Proposal, made an offer that the Company’s Board of Directors by a majority vote determines in its good faith judgment (based on the written advice of a reputable financial advisor) to be registered at least as favorable to the Company and its stockholders as such Company Superior Proposal (it being agreed that the Company’s Board of Directors shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes in good faith, after consultation with its outside legal counsel, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend, modify or qualified change such recommendation would create a substantial risk of liability for breach of its fiduciary obligations to the Company and its stockholders under applicable Law and (v) the securities law Company shall not have violated any of every jurisdiction the restrictions set forth in Section 6.05 and shall have complied with this Section 6.01(c). The Company shall provide Parent with reasonable advance notice of theany meeting of the Company’s Board of Directors (provided that in no event shall such notice be given less than 36 hours prior to any such meeting) at which the Company’s Board of Directors is reasonably expected to consider any Company Competing Transaction (as defined in Section 6.05(b) below). Subject to applicable Law, nothing contained in this Section 6.01(c) shall limit the Company’s obligation to convene and hold the Company Stockholders’ Meeting (regardless of whether the Company Board Recommendation shall have been withheld, withdrawn, amended, modified or changed).

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent CGI and the Company STC shall jointly prepare and cause to be filed STC and CGI shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of CGI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of the CGI Common Stock to be issued to STC's stockholders pursuant to the Merger and (ii) the Joint Proxy Statement with respect to the Merger relating to the special meeting of each of STC's stockholders (the "STC Stockholders' Meeting") and simultaneously or thereafter Parent shall prepare and cause CGI's stockholders (the "CGI Stockholders' Meeting") to be filed held to consider approval of this Agreement and the Merger contemplated hereby (together with any amendments thereto, the SEC the Form S-4 Registration "Joint Proxy Statement, in which "). Copies of the Joint Proxy Statement will shall be included as a prospectusprovided to the NASD in accordance with its rules with respect to the NMS. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable after this date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of CGI Common Stock pursuant to the Merger. CGI or STC, as the case may be, shall furnish all information concerning itself as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the stockholders of CGI and STC. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff NASD and to have (iv) the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the General Corporation Law. (b) The Joint Proxy Statement shall include (i) (A) subject to be mailed the provisos contained in the first sentence of Section 6.06, the approval of the Merger and the STC Amendment and recommendation of the board of directors of STC to Parent's stockholdersthe stockholders of STC that they vote in favor of approval of this Agreement and the Merger contemplated hereby and the STC Amendment, and (B) the Company will use all reasonable efforts opinion of DLJ referred to cause the Joint Proxy Statement to be mailed in Section 4.18, and (ii) (A) subject to the Company's shareholdersprovisos contained in the first sentence of Section 6.06, as promptly as practicable after the Form S-4 Registration Statement is declared effective under approval of the Securities ActMerger and the CGI Amendment and recommendation of the board of directors of CGI to the stockholders of CGI that they vote in favor of approval of this Agreement and the Merger contemplated hereby and the CGI Amendment, and (B) the opinion of Lehmxx Xxxthers referred to in Section 5.18. (c) shall not be unreasonably withheld or delayed. Each of the Company and Parent parties hereto shall promptly furnish to advise the other all information concerning parties hereto, promptly after it receives notice thereof, of the Acquired Corporations and time when the Company's shareholders and Registration Statement has become effective or any supplement or amendment has been filed, of the Parent Corporationsissuance of any stop order, respectively, that may be required or reasonably requested of the suspension of the qualification of the CGI Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff the NASD for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information. (d) The information supplied by each of Parent and the Company STC for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is filed with the SEC, (ii) if different, the time the Registration Statement is declared effective, (iiiii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders stockholders of STC and shareholders of Parent and the Company, respectivelyCGI, (iiiiv) at the time of the Company ShareholdersSTC Stockholders' Meeting and at Meeting, (v) the time of the Parent CGI Stockholders' Meeting, Meeting and (ivvi) 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, in light of the circumstances under which they were made, not misleading. If Parent at any time prior to the Effective Time any event or the Company becomes aware of circumstance relating to STC or any informationSTC Subsidiary, or their respective officers or directors, should be discovered by STC that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, STC shall promptly inform the Company or Parent thereof and shall cooperate with the other in CGI. All documents that STC is responsible for filing such amendment or supplement with the SEC andin connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of the NASD, the General Corporation Law, the Securities Act and the Exchange Act. (e) The information supplied by CGI for inclusion in the Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is filed with the SEC, (ii) if appropriatedifferent, in mailing such the time the Registration Statement is declared effective, (iii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of the Company or the stockholders of Parent. CGI and STC, (biv) Prior the time of the STC Stockholders' Meeting, (v) the time of the CGI Stockholders' Meeting and (vi) 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, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, Parent any event or circumstance relating to CGI or any CGI Subsidiary, or their respective officers or directors, should be discovered by CGI that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement, CGI shall use reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform STC. All documents that CGI is responsible for filing with the Parent Common Stock to be issued SEC in connection with the Merger (i) will be registered or qualified under comply as to form in all material respects with the securities law applicable requirements of every jurisdiction the rules and regulations of thethe NASD, the General Corporation Law, the Securities Act and the Exchange Act. 55 49

Registration Statement; Joint Proxy Statement. Prospectus. Subject to the accuracy of IMSI's representations in Section 3.15, the registration statement (athe "Registration Statement") As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause pursuant to which IMSI Common Stock to be filed issued in the Merger will be registered with the SEC the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statementnot, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not (i) at the time the Form S-4 Registration Statement (including any amendments or supplements thereto) is declared effective, (ii) at effective by the time the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Company, respectively, (iii) at the time of the Company Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (iv) at the Effective TimeSEC, 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 thereinincluded therein not misleading. The information supplied by DCDC for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of DCDC's and IMSI's respective Stockholders Meetings, or at the Effective Time, contain any statement, which at such time and in light of the circumstances under which they were it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for DCDC's and IMSI's respective Stockholders' Meetings which has become false or misleading. If Parent at any time prior to the Effective Time any event relating to DCDC or the Company becomes aware any of any informationits respective affiliates, that officers or directors should be disclosed discovered by DCDC which is required to be set forth in an amendment or supplement to the Form S-4 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, then Parent or the Company, as the case may be, DCDC shall promptly inform IMSI. Notwithstanding the Company foregoing, DCDC makes no representation or Parent thereof and shall cooperate warranty with the other respect to any information supplied by IMSI which is contained or incorporated by reference in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders any of the Company or the stockholders of Parentforegoing documents. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after Subject to the date accuracy of this Agreementthe representations contained in Section 5.15, Parent and the information supplied by the Company shall prepare and cause or its Subsidiaries for inclusion in the registration statement (the "REGISTRATION STATEMENT") covering the shares of the Buyer's Stock to be filed with issued pursuant to this Agreement shall not, at the SEC time the Joint Proxy Statement and simultaneously or thereafter Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a Material fact or omit to respond promptly to state any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent will use all reasonable efforts to cause the Joint Proxy Statement Material fact required to be mailed stated therein or necessary to Parent's stockholders, and make the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and Parent shall promptly furnish to the other all information concerning the Acquired Corporations and the Company's shareholders and the Parent Corporations, respectively, that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for any amendment or supplement to the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statementstatements therein not misleading. The information supplied by each or on behalf of Parent and the Company and its Subsidiaries for inclusion in the Form S-4 Registration Statement joint proxy statement/prospectus to be sent to the shareholders of the Company and the Joint Proxy Statement shall not Buyer to consider, at special meetings (ithe "COMPANY SHAREHOLDER MEETINGS"), the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT") at will not, on the time the Form S-4 Registration Statement is declared effective, (ii) at the time date the Joint Proxy Statement is first mailed to the shareholders and shareholders of Parent and the Companyshareholders, respectively, (iii) at the time of each of the Company Shareholders' Meeting Shareholder Meetings and at the time Effective Time of the Parent Stockholders' Meeting, and (iv) at the Effective TimeMerger, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or at any time prior to the Effective Time of the Merger any event relating to the Company becomes aware or its Subsidiaries or any of any informationtheir Affiliates, officers or directors should be discovered by the Company or its Subsidiaries that should be disclosed set forth in an amendment to the Registration Statement or a supplement to the Form S-4 Joint Proxy Statement, the Company will promptly inform the Buyer. The Joint Proxy Statement shall comply in all Material respects with the requirements of the Securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by the Buyer and its Subsidiaries and Affiliates that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior to the Effective Time, Parent shall use reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger (i) will be registered or qualified under the securities law of every jurisdiction of the

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent (i) BSB and the Company NBT shall prepare and cause to be filed with the SEC the Joint Proxy Statement which shall constitute the joint proxy statement of BSB and simultaneously or thereafter Parent NBT and the prospectus of NBT relating to the meetings of BSB's and NBT's stockholders to be held to consider approval and adoption of this Agreement and, with respect to NBT, related amendments to its Certificate of Incorporation, and (ii) NBT shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 (together with any amendments thereto, the "Registration Statement") which shall include the Joint Proxy Statement, with respect to the registration of the shares of NBT Common Stock to be issued to the stockholders and option holders of BSB in which the Merger. NBT and BSB shall each use its reasonable best efforts to cause the Registration Statement to become effective as soon as reasonably practicable. BSB will furnish to NBT all information concerning BSB and the BSB Subsidiaries required to be set forth in the Registration Statement and NBT will provide BSB and its counsel the opportunity to review such information as set forth in the Registration Statement and Joint Proxy Statement. NBT and BSB will each render to the other its full cooperation in preparing, filing, prosecuting the filing of, and amending the Registration Statement such that it comports at all times with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of NBT and BSB will promptly advise the other if at any time prior to the Effective Time any information provided by it for inclusion in the Registration Statement or the Joint Proxy Statement appears to have been, or shall have become, incorrect or incomplete and will be included furnish the information necessary to correct such misstatements or omissions. As promptly as a prospectus. Each of Parent and practicable after the Company shall use all reasonable efforts to cause the Form S-4 Registration Statement shall have become effective, each of BSB and NBT will mail the Joint Proxy Statement to comply its respective stockholders. NBT shall also take any action required to be taken under any applicable blue sky laws in connection with the rules and regulations promulgated by the SEC, to respond promptly to any comments issuance of the SEC shares of NBT Common Stock to be issued as set forth in this Agreement and BSB and the BSB Subsidiaries shall furnish all information concerning BSB, the BSB Subsidiaries and the holders of Shares and other assistance as NBT may reasonably request in connection with such action. (i) The Joint Proxy Statement shall include the recommendation of the Board of Directors of BSB to the stockholders of BSB in favor of approval and adoption of this Agreement; provided, however, that, in connection with recommending approval of a Superior Competing Transaction (as defined in Section 5.05), the Board of Directors of BSB may, at any time prior to such time as the stockholders of BSB shall have adopted and approved this Agreement in accordance with Delaware Law, withdraw, modify or change any such recommendation to the extent that the Board of Directors of BSB determines in good faith, after consultation with and based upon the advice of independent legal counsel, that the failure to so withdraw, modify or change its staff recommendation would cause the Board of Directors of BSB to breach its fiduciary duties to BSB's stockholders under applicable law and, notwithstanding anything to the contrary contained in this Agreement, any such withdrawal, modification or change of recommendation shall not constitute a breach of this Agreement by BSB. (ii) The Joint Proxy Statement shall include the recommendation of the Board of Directors of NBT to the stockholders of NBT in favor of approval and adoption of this Agreement and the issuance of NBT Common Stock in the Merger pursuant to the Agreement and the amendment of NBT's Certificate of Incorporation to increase the number of shares of NBT Common Stock that NBT is authorized to issue and to provide for a new name for the Surviving Corporation; provided, however, that, in connection with recommending approval of a Superior Competing Transaction, the Board of Directors of NBT may, at any time prior to such time as the stockholders of NBT shall have adopted and approved this Agreement in accordance with Delaware Law withdraw, modify, or change any such recommendation to the Form S-4 Registration Statement declared effective extent that the Board of Directors of NBT determines in good faith, after consultation with and based upon the advice of independent legal counsel, that the failure to so withdraw, modify or change its recommendation would cause the Board of Directors of NBT to breach its fiduciary duties to NBT's stockholders under applicable law and, notwithstanding anything to the Securities Act contrary contained in this Agreement, any such withdrawal, modification or change of recommendation shall not constitute a breach of this Agreement by NBT. (c) Notwithstanding any withdrawal, modification or change in any approval or recommendation of the Board of Directors of BSB or NBT, as promptly as practicable after it is filed the case may be, each of BSB and NBT agree to hold their respective Stockholders' Meetings in accordance with the SEC. Parent will use all reasonable efforts time period specified in Section 5.02. (d) No amendment or supplement to cause the Joint Proxy Statement to be mailed to Parent's stockholders, and or the Company will use all reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under will be made by NBT or BSB without the Securities Act. Each approval of the Company other party (which will not be unreasonably withheld or delayed). NBT and Parent shall BSB each will advise the other, promptly furnish to after it receives notice thereof, of the other all information concerning time when the Acquired Corporations and Registration Statement has become effective or any supplement or amendment has been filed, the Company's shareholders and issuance of any stop order, the Parent Corporations, respectively, that may be required or reasonably requested suspension of the qualification of the NBT Common Stock issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or the Registration Statement, or comments thereon and responses thereto or requests by the SEC for any other information additional information. (e) NBT shall as promptly as reasonably practicable prepare and submit to the NASDAQ a listing application covering the shares of NBT Common Stock issuable in the Merger and the shares of NBT Common Stock underlying the BSB options outstanding immediately prior to the Effective Time, and shall supply use its reasonable best efforts to obtain, prior to the other Effective Time, approval for the listing of such NBT Common Stock, subject to official notice of issuance and BSB shall cooperate with copies of all correspondence between such party and the SEC or its staff or other governmental officials NBT with respect to the S-4 Registration Statement or Joint Proxy Statement. such listing. (f) The information supplied by each of Parent and the Company NBT for inclusion in the Form S-4 Registration Statement and or the Joint Proxy Statement (including incorporation by reference) shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto), is first mailed to the shareholders stockholders of NBT and shareholders of Parent and the CompanyBSB, respectively, and (iii) at the time of the Company Shareholders' Meeting and at the time each of the Parent Stockholders' MeetingMeetings, and (iv) 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, in light of the circumstances under which they were made, therein not misleading. If Parent at any time prior to the Effective Time, any event or circumstance relating to NBT or any NBT Subsidiary, or their respective officers or directors, should be discovered by NBT that pursuant to the Securities Act or the Company becomes aware of any information, that Exchange Act should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, NBT shall promptly inform the Company or Parent thereof and shall cooperate with the other in BSB. All documents that NBT is responsible for filing such amendment or supplement with the SEC andin connection with the transactions contemplated herein will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder. (g) The information supplied by BSB for inclusion in the Registration Statement or the Joint Proxy Statement (including incorporation by reference) shall not, if appropriateat (i) the time the Registration Statement is declared effective, in mailing such (ii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto), is first mailed to the shareholders of the Company or the stockholders of Parent. NBT and BSB, respectively, and (biii) Prior the time of each of the Stockholders' Meetings, and (iv) 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. If at any time prior to the Effective Time, Parent any event or circumstance relating to BSB or any BSB Subsidiary, or their respective officers or directors, should be discovered by BSB that pursuant to the Securities Act or the Exchange Act should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement, BSB shall use reasonable efforts promptly inform NBT. All documents that BSB is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to obtain form and substance in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued in applicable requirements of the Merger (i) will be registered or qualified under Securities Act and the securities law of every jurisdiction of therules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder.

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, (i) Parent and the Company shall prepare and cause to be filed Parent shall file with the SEC a joint proxy statement (together with any amendments thereof or supplements thereto, the Joint Proxy Statement "JOINT PROXY STATEMENT") relating to the respective meetings of the Company shareholders (the "COMPANY SHAREHOLDERS' MEETING") to be held to consider approval of the Company Charter Amendment, the Merger and simultaneously or thereafter this Agreement (including the principal terms hereof) and of the Parent stockholders (the "PARENT STOCKHOLDERS' MEETING") to be held to consider approval of the Share Issuance and the Parent Charter Amendment and (ii) Parent shall prepare and cause to be filed file with the SEC the a registration statement on Form S-4 Registration Statement(together with all amendments and supplements thereto, the "REGISTRATION STATEMENT") in which the Joint Proxy Statement will shall be included as a part of the prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued to the shareholders of the Company pursuant to the Merger. Each of Parent and the Company shall use all its reasonable best efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable, and prior to the effective date of the Registration Statement. Prior to the Effective Time, Parent shall use its reasonable best efforts to obtain all applicable approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified as may be required under the securities law of every jurisdiction of the United States in which any registered holder of Company Shares has an address of record on the record date for determining the shareholders entitled to notice of and to vote at the Company Shareholders' Meeting. Each of Parent and the Company shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable, but in no event later than the third business day, after the Registration Statement shall have become effective, each of Parent and the Company shall mail or cause to be mailed the Joint Proxy Statement to comply with their respective stockholders. The Registration Statement shall register for resale the rules and regulations promulgated shares of Parent Common Stock received in the Merger by each affiliate 61 (within the SEC, to respond promptly to any comments meaning of Rule 145 of the SEC or its staff Securities Act) of the Company that is not an affiliate (within the meaning of Rule 144 of the Securities Act) of Parent immediately following the Effective Time, and to have shall include the information required by Item 7 of Form S-4 Registration Statement declared effective and Item 507 of Regulation S-K under the Securities Act for the benefit of such affiliates as promptly as practicable selling stockholders of the number of shares of Parent Common Stock received in the Merger. If required by applicable Legal Requirements after it is filed with the SEC. Effective Time, Parent will use shall file a post-effective amendment on Form S-3 to the Registration Statement (the "S-3 AMENDMENT") which shall include a resale prospectus for the selling stockholders of the number of shares of Parent Common Stock received by them in the Merger, and Parent shall keep the S-3 Amendment effective until the earlier of one year after the Effective Time or the date of final sale by the selling stockholders of all reasonable efforts shares of Parent Common Stock registered on the S-3 Amendment. (b) Subject to cause paragraph (c) of this Section 6.01, the Joint Proxy Statement shall include the unanimous recommendation of the Board of Directors of the Company to the shareholders of the Company to vote in favor of approving the Company Charter Amendment, this Agreement (including the principal terms hereof) and the Merger (the "COMPANY BOARD RECOMMENDATION") and neither the Board of Directors of the Company nor any committee thereof shall withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to Parent, the Company Board Recommendation. For purposes of this Agreement, the Company Board Recommendation shall be deemed to have been modified in a manner adverse to Parent if such recommendation shall no longer be unanimous. (c) Prior to the approval of this Agreement and the approval of the Merger by the requisite vote of the shareholders of the Company, nothing in this Agreement shall prevent the Company's Board of Directors from withholding, withdrawing, amending, modifying or changing the Company Board Recommendation if (i) a Company Superior Proposal (as defined in Section 6.05(c) below) is made to the Company and is not withdrawn, (ii) the Company shall have promptly, but in no event more than 24 hours after receiving such Company Superior Proposal, provided written notice to Parent advising Parent that the Company has received a Company Superior Proposal, specifying the terms and conditions of such Company Superior Proposal in reasonable detail and identifying the person or entity making such Company Superior Proposal (a "NOTICE OF COMPANY SUPERIOR PROPOSAL"), (iii) Parent shall not have, within five business days of Parent's receipt of the Notice of Company Superior Proposal, made an offer that the Company's Board of Directors by a majority vote determines in its good faith judgment to be mailed at least as favorable to the Company and its shareholders as such Company Superior Proposal (it being agreed that the Company's Board of Directors shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Proposal, the failure to withhold, withdraw, amend, modify or change such recommendation would create a substantial risk of liability for breach of its fiduciary obligations to the Company and its shareholders under applicable Law and (v) the Company shall not have violated any of the restrictions set forth in Section 6.05 and shall have complied with this Section 6.01(c). The Company shall provide Parent with reasonable advance notice of any meeting of the Company's Board of Directors (PROVIDED that in no event shall such notice be given less than 36 hours prior to any such meeting) at which the Company's Board of Directors is reasonably expected to consider any Company Acquisition Transaction (as 62 defined in Section 6.05(b) below). Subject to applicable Law, nothing contained in this Section 6.01(c) shall limit the Company's obligation to convene and hold the Company Shareholders' Meeting (regardless of whether the Company Board Recommendation shall have been withheld, withdrawn, amended, modified or changed). (d) Subject to paragraph (e) of this Section 6.01, the Joint Proxy Statement shall include the unanimous recommendation of the Board of Directors of Parent to the stockholders of Parent to vote in favor of the Share Issuance and the Parent Charter Amendment (the "PARENT BOARD RECOMMENDATION") and neither the Board of Directors of Parent nor any committee thereof shall withhold, withdraw, amend, modify or change, or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to the Company, the Parent Board Recommendation. For purposes of this Agreement, such recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the Company if such recommendation shall no longer be unanimous. (e) Prior to the adoption and approval of this Agreement and the approval of the Merger by the requisite vote of the stockholders of Parent, nothing in this Agreement shall prevent the Parent's stockholdersBoard of Directors from withholding, withdrawing, amending, modifying or changing the Parent Board Recommendation if (i) a Parent Superior Proposal (as defined in Section 6.06(c) below) is made to Parent and is not withdrawn, (ii) Parent shall have promptly, but in no event more than 24 hours after receiving such Company Superior Proposal, provided written notice to the Company advising the Company that Parent has received a Parent Superior Proposal, specifying the terms and conditions of such Parent Superior Proposal in reasonable detail and identifying the person or entity making such Parent Superior Proposal (a "NOTICE OF PARENT SUPERIOR PROPOSAL"), (iii) the Company shall not have, within five business days of the Company's receipt of the Notice of Parent Superior Proposal, made an offer that the Parent's Board of Directors by a majority vote determines in its good faith judgment (based on the written advice of a reputable financial advisor) to be at least as favorable to Parent and its stockholders as such Parent Superior Proposal (it being agreed that the Parent's Board of Directors shall convene a meeting to consider any such offer by the Company promptly following the receipt thereof), (iv) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend, modify or change such recommendation would create a substantial risk of liability for breach of its fiduciary obligations to Parent and its stockholders under applicable Law and (v) Parent shall not have violated any of the restrictions set forth in Section 6.06 and shall have complied with this Section 6.01(e). Parent shall provide the Company with reasonable advance notice of any meeting of the Parent's Board of Directors at which the Parent's Board of Directors (PROVIDED that in no event shall such notice be given less than 36 hours prior to any such meeting) is reasonably expected to consider any Parent Acquisition Transaction (as defined in Section 6.06(b) below). Subject to applicable Law, nothing contained in this Section 6.01(e) shall limit the Parent's obligation to convene and hold the Parent Stockholders' Meeting (regardless of whether the Parent Board Recommendation shall have been withheld, withdrawn, amended, modified or changed). (f) Subject to Sections 6.01(c) and (e) with respect to the Company Board Recommendation or the Parent Board Recommendation, no amendment or supplement to the Joint Proxy Statement or the Registration Statement will be made by Parent or the Company without the approval of the other party (such approval not to be unreasonably withheld or delayed). Each of Parent and the Company will use all reasonable efforts to cause advise the Joint Proxy Statement to be mailed other, promptly after it receives notice thereof, of the time the SEC has issued formal comments to the Company's shareholdersRegistration Statement, as promptly as practicable after of the Form S-4 time at which the Registration Statement is declared has become effective under the Securities Act. Each or any supplement or amendment has been filed, of the Company and Parent shall promptly furnish to issuance of any stop order, of the other all information concerning suspension of the Acquired Corporations and the Company's shareholders and qualification of the Parent Corporations, respectively, that may be required or reasonably requested Shares issuable in connection with the Merger for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC or its staff for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information. (g) The information supplied by each of Parent and the Company for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is declared effective, (ii) at the any time the Joint Proxy Statement is first mailed to the shareholders and shareholders stockholders of Parent and the Company, respectivelyCompany and/or Parent, (iii) at the time of the Company Shareholders' Meeting and at Meeting, (iv) the time of the Parent Stockholders' Meeting, and (ivv) at the Effective Time, contain any untrue statement of a material fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If Parent or the Company becomes aware of If, at any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, shall promptly inform the Company or Parent thereof and shall cooperate with the other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company or the stockholders of Parent. (b) Prior time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement is discovered by Parent, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (h) The information supplied by the Company for inclusion in the Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) any time the Joint Proxy Statement is mailed to the stockholders of the Company and/or Parent, (iii) the time of the Company Shareholders' Meeting, (iv) the time of the Parent Stockholders' Meeting and (v) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement is discovered by the Company, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (i) At or prior to the filing of the Form S-4 Registration Statement, Parent, Merger Sub and the Company shall execute and deliver to Xxxxxxxxx Xxxxxxx and Xxxxxx Godward certificates as contemplated in Section 6.09 of this Agreement. At the Effective Time, Parent, Merger Sub and the Company shall each confirm to Xxxxxxxxx Xxxxxxx and Cooley Godward the accuracy and completeness as of the Effective Time of the certificates delivered pursuant to the immediately preceding sentence. Following delivery of such 64 certificates, each of Parent and the Company shall use its reasonable efforts to obtain all regulatory approvals needed cause Xxxxxxxxx Xxxxxxx and Xxxxxx Godward, respectively, to ensure that deliver to it a tax opinion satisfying the Parent Common Stock to be issued in the Merger (i) will be registered or qualified requirements of Item 601 of Regulation S-K promulgated under the securities law Securities Act. In rendering such opinions, each of every jurisdiction such counsel shall be entitled to rely of thethe certificates referred to in this Section 6.02(i).

Registration Statement; Joint Proxy Statement. (a) As promptly as practicable after the date execution of this Agreement, Parent Bergen and the Company IVAX shall jointly prepare and cause to be filed IVAX and Bergen shall file with the SEC a document or documents that will constitute (i) the prospectus forming part of the registration statement on Form S-4 of BBI (together with all amendments thereto, the "Registration Statement"), in connection with the registration under the Securities Act of (A) the BBI Common Stock to be issued to IVAX's shareholders pursuant to the IVAX Merger and (B) the BBI Common Stock to be issued to Bergen's shareholders pursuant to the Bergen Merger, and (ii) the Joint Proxy Statement with respect to the Mergers relating to the special meeting of each of IVAX's shareholders (the "IVAX Shareholders' Meeting") and simultaneously or thereafter Parent shall prepare and cause Bergen's shareholders (the "Bergen Shareholders' Meeting" and, together with the IVAX Shareholders' Meeting, the "Shareholders' Meetings") to be filed held to consider approval of this Agreement and the Mergers contemplated hereby (such document, together with any amendments thereto, the SEC the Form S-4 Registration "Joint Proxy Statement, in which "). Copies of the Joint Proxy Statement will shall be included as a prospectusprovided to AMEX and the NYSE in accordance with the rules of such exchanges. Each of Parent and the Company parties hereto shall use all reasonable efforts to cause the Form S-4 Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, the parties hereto shall take all action required under any applicable Laws in connection with the issuance of shares of BBI Common Stock pursuant to the Mergers. Bergen or IVAX, as the case may be, shall furnish all information concerning Bergen or IVAX as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Joint Proxy Statement. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement shall be mailed to the shareholders of Bergen and IVAX. Each of the parties hereto shall cause the Joint Proxy Statement to comply as to form and substance in all material respects with the rules applicable requirements of (i) the Exchange Act, (ii) AMEX and regulations promulgated by the SECNYSE, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under (iii) the Securities Act and (iv) the FBCA, the NJBCA and the DGCL. (i) The Joint Proxy Statement shall include the adoption of the Mergers and recommendation of the Board of Directors of IVAX to IVAX's shareholders that they vote in favor of approval of this Agreement and the Mergers contemplated hereby; provided, however, that the Board of Directors of IVAX may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of IVAX determines in good faith, after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel), that such withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as promptly as practicable determined by the Board of Directors of IVAX in good faith after it is filed consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the SECshareholders of IVAX than those provided for in the Reorganization. Parent will use all reasonable efforts to cause In addition, the Joint Proxy Statement shall include the opinion of Xxxxxx Brothers referred to in Section 3.18. (ii) The Joint Proxy Statement shall include the approval of the Mergers and recommendation of the Board of Directors of Bergen to Bergen's shareholders that they vote in favor of approval of this Agreement and the Mergers contemplated hereby; provided, however, that the Board of Directors of Bergen may, at any time prior to the Effective Time, withdraw, modify or change any such recommendation to the extent that the Board of Directors of Bergen determines in good faith, after consultation with outside legal counsel (who may be mailed Bergen's regularly engaged outside legal counsel), that such withdrawal, modification or change of its recommendation is required by its fiduciary duties to ParentBergen's stockholdersshareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Company will use all reasonable efforts Board of Directors of Bergen after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to cause the shareholders of Bergen than those provided for in the Reorganization. In addition, the Joint Proxy Statement shall include the opinion of Xxxxxxx Xxxxx referred to be mailed in Section 4.18. (c) No amendment or supplement to the Company's shareholders, as promptly as practicable after Joint Proxy Statement or the Form S-4 Registration Statement is declared effective under shall be made without the Securities Actapproval of Bergen and IVAX, which approval shall not be unreasonably withheld or delayed. Each of the Company and Parent parties hereto shall promptly furnish to advise the other all information concerning parties hereto, promptly after it receives notice thereof, of the Acquired Corporations and time when the Company's shareholders and Registration Statement has become effective or any supplement or amendment has been filed, of the Parent Corporationsissuance of any stop order, respectively, that may be required or reasonably requested of the suspension of the qualification of the BBI Common Stock issuable in connection with the Mergers for offering or sale in any action contemplated by this Section 5.1. Each of the Company and Parent shall notify the other promptly of the receipt of any comments from the SEC jurisdiction, or its staff and of any request by the SEC SEC, AMEX or its staff the NYSE for any amendment or supplement to of the Form S-4 Registration Statement or Joint Proxy Statement or for any other information and shall supply the other with copies of all correspondence between such party and the SEC or its staff or other governmental officials with respect to the S-4 Registration Statement or Joint Proxy Statement. comments thereon and responses thereto or requests by the SEC for additional information. (d) The information supplied by each of Parent and the Company IVAX for inclusion in the Form S-4 Registration Statement and the Joint Proxy Statement shall not not, at (i) at the time the Form S-4 Registration Statement is filed with the SEC, (ii) if different, the time the Registration Statement is declared effective, (iiiii) at the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of IVAX and shareholders of Parent and the Company, respectivelyBergen, (iiiiv) at the time of the Company IVAX Shareholders' Meeting, (v) the time of the Bergen Shareholders' Meeting and at the time of the Parent Stockholders' Meeting, and (ivvi) 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, in light of the circumstances under which they were made, not misleading. If Parent at any time prior to the Effective Time any event or the Company becomes aware of circumstance relating to IVAX or any informationIVAX Subsidiary, or their respective officers or directors, should be discovered by IVAX that should be disclosed set forth in an amendment or a supplement to the Form S-4 Registration Statement or the Joint Proxy Statement, then Parent or the Company, as the case may be, IVAX shall promptly inform the Company or Parent thereof and shall cooperate with the other in Bergen. All documents that IVAX is responsible for filing such amendment or supplement with the SEC andin connection with the Mergers will comply as to form in all material respects with the applicable requirements of AMEX, the NYSE, the NJBCA, the FBCA, the DGCL, the Securities Act and the Exchange Act. (e) The information supplied by Bergen for inclusion in the Registration Statement and the Joint Proxy Statement shall not, at (i) the time the Registration Statement is filed with the SEC, (ii) if appropriatedifferent, in mailing such the time the Registration Statement is declared effective, (iii) the time the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Bergen and IVAX, (iv) the Company time of the IVAX Shareholders' Meeting, (v) the time of the Bergen Shareholders' Meeting and (vi) 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 stockholders statements therein, in light of Parent. (b) Prior the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, Parent any event or circumstance relating to Bergen or any Bergen Subsidiary, or their respective officers or directors, should be discovered by Bergen that should be set forth in an amendment or a supplement to the Registration Statement or Joint Proxy Statement, Bergen shall use reasonable efforts promptly inform IVAX. All documents that Bergen is responsible for filing with the SEC in connection with the Mergers will comply as to obtain form in all regulatory approvals needed to ensure that material respects with the Parent Common Stock to be issued in applicable requirements of AMEX, the Merger (i) will be registered or qualified under NYSE, the securities law of every jurisdiction of theNJBCA, the FBCA, the DGCL, the Securities Act and the Exchange Act.