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

Registration Statement; Prospectus/Joint Proxy Statement. (a) For the purposes (i) of holding the Republic Stockholders' Meeting, (ii) of registering with the Securities and Exchange Commission ("SEC") and with applicable state securities authorities the Republic Common Stock to be issued to holders of D&N Common Stock in connection with the Merger and (iii) of holding the D&N Stockholders' Meeting, the parties shall cooperate in the preparation of an appropriate registration statement (such registration statement, together with all and any amendments and supplements thereto, is referred to herein as the "Registration Statement"), including the Prospectus/Joint Proxy Statement satisfying all applicable requirements of applicable state laws, and of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder (such Prospectus/Joint Proxy Statement, together with any and all amendments or supplements thereto, is referred to herein as the "Prospectus/Joint Proxy Statement"). (b) D&N shall furnish such information concerning D&N and its Subsidiaries as is necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. D&N agrees promptly to advise Republic if at any time before the Republic or D&N Stockholders' Meeting any information provided by D&N in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide the information needed to correct such inaccuracy or omission. D&N shall furnish Republic with such supplemental information as may be necessary in order to cause such Prospectus/Joint Proxy Statement, insofar as it relates to D&N and its Subsidiaries, to comply with Section 1.9(a) hereof. (c) Republic shall furnish D&N with such information concerning Republic and its Subsidiaries as is necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. Republic agrees promptly to advise D&N if at any time before the D&N or Republic Stockholders' Meeting any information provided by Republic in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide D&N with the information needed to correct such inaccuracy or omission. Republic shall furnish D&N with such supplemental information as may be necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to Republic and its Subsidiaries, to comply with Section 1.9(a). (d) Republic shall promptly file the Registration Statement with the SEC and applicable state securities agencies. D&N and Republic shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws at the earliest practicable date. D&N authorizes Republic to utilize in the Registration Statement the information concerning D&N and its Subsidiaries incorporated by reference in, and provided to Republic for the purpose of inclusion in, the Prospectus/Joint Proxy Statement. Republic shall advise D&N promptly when the Registration Statement has become effective and of any supplements or amendments thereto, and Republic shall furnish D&N with copies of all such documents. Before the Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (other than the Prospectus/Joint Proxy Statement) that might constitute a "prospectus" relating to the Merger within the meaning of the Securities Act.

Registration Statement; Prospectus/Joint Proxy Statement. (a) For None of the purposes (i) information supplied by PharMerica for inclusion in, and none of holding the Republic Stockholders' Meetinginformation regarding PharMerica and its Subsidiaries incorporated by reference in, (ii) of registering with the registration statement under the Securities and Exchange Commission ("SEC") and with applicable state securities authorities Act registering the Republic Bergen Common Stock to be issued pursuant to holders of D&N Common Stock in connection with the Merger and (iii) of holding the D&N Stockholders' Meeting, the parties shall cooperate in the preparation of an appropriate registration statement (such registration statement, together with all and as amended by any amendments and supplements thereto, is being referred to herein as the "Registration Statement"), including ) or the Prospectusprospectus/Joint Proxy Statement satisfying all applicable requirements joint proxy statement to be sent to the stockholders of applicable state laws, Bergen and PharMerica in connection with the annual meeting of stockholders of Bergen at which such stockholders will be asked to approve the Securities Act issuance of 1933 Bergen Common Stock pursuant to the Merger (the "Securities ActBergen Annual Meeting") and the Securities Exchange Act special meeting of 1934 the stockholders of PharMerica at which such stockholders will be asked to approve the Merger and this Agreement (the "Exchange ActPharMerica Special Meeting") and the rules and regulations thereunder (such Prospectusprospectus/Joint Proxy Statementjoint proxy statement, together with as amended by any and all amendments or supplements thereto, is being referred to herein as the "Prospectus/Joint Proxy Statement"). (b) D&N shall furnish such information concerning D&N , including all amendments and its Subsidiaries as is necessary supplements to the Registration Statement and Prospectus/Joint Proxy Statement, shall, in order to cause the case of the Registration Statement, at the time the Registration Statement becomes effective and, in the case of the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. D&N agrees promptly to advise Republic if at any time before on the Republic date or D&N Stockholders' Meeting any information provided by D&N in dates the Prospectus/Joint Proxy Statement (through incorporation by reference is first mailed to Bergen and PharMerica stockholders and on the date or otherwise) becomes incorrect dates of the Bergen Annual Meeting and the PharMerica Special Meeting, contain any untrue statement of a material fact or incomplete in any omit to state a material respect and fact required to provide the information needed to correct such inaccuracy be stated therein or omission. D&N shall furnish Republic with such supplemental information as may be necessary in order to cause such Prospectus/Joint Proxy Statementmake the statements therein, insofar as it relates to D&N and its Subsidiaries, to comply with Section 1.9(a) hereof. (c) Republic shall furnish D&N with such information concerning Republic and its Subsidiaries as is necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. Republic agrees promptly to advise D&N if at any time before the D&N or Republic Stockholders' Meeting any information provided by Republic in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide D&N with the information needed to correct such inaccuracy or omission. Republic shall furnish D&N with such supplemental information as may be necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to Republic and its Subsidiaries, to comply with Section 1.9(a). (d) Republic shall promptly file the Registration Statement with the SEC and applicable state securities agencies. D&N and Republic shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws at the earliest practicable date. D&N authorizes Republic to utilize in the Registration Statement the information concerning D&N and its Subsidiaries incorporated by reference in, and provided to Republic for the purpose of inclusion in, the Prospectus/Joint Proxy Statement. Republic shall advise D&N promptly when the Registration Statement has become effective and of any supplements or amendments thereto, and Republic shall furnish D&N with copies of all such documents. Before the Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (other than the Prospectus/Joint Proxy Statement) that might constitute a "prospectus" relating to the Merger within the meaning light of the Securities Actcircumstances under which they were made, not misleading.

Registration Statement; Prospectus/Joint Proxy Statement. (a) For None of the purposes (i) of holding information supplied or to be supplied by Amorcyte for inclusion in the Republic Stockholders' Meeting, (ii) of registering with Form 8-K under the Securities and Exchange Commission Act of 1934, as amended ("SEC") and with applicable state securities authorities the Republic “Exchange Act”), or the registration statement under the Securities Act registering the Parent Common Stock or other Parent securities as to be issued pursuant to holders of D&N Common Stock in connection with the Merger and (iii) of holding the D&N Stockholders' Meeting, the parties shall cooperate in the preparation of an appropriate registration statement this Agreement (such registration statement, together with all and as amended or supplemented by any amendments and or supplements thereto, is being referred to herein as the "“Registration Statement"), including ”) or the Prospectus/Joint Proxy Statement satisfying all applicable requirements to be sent to the stockholders of applicable state laws, Parent and the Amorcyte Stockholders in connection with the special meeting of stockholders of Parent at which such stockholders will be asked to approve the Securities Act issuance of 1933 Parent Common Stock pursuant to this Agreement (the "Securities Act"“NeoStem Meeting”) and the Securities Exchange Act special meeting of 1934 the Amorcyte Stockholders at which the Amorcyte Stockholders will be asked to approve the First Merger and this Agreement (the "Exchange Act"“Amorcyte Meeting”) and the rules and regulations thereunder (such Prospectus/Joint Proxy Statement, together with as amended or supplemented by any and all amendments or supplements thereto, is being referred to herein as the "“Prospectus/Joint Proxy Statement"”). (b) D&N shall furnish such information concerning D&N , including all amendments and its Subsidiaries as is necessary supplements to the Registration Statement and Prospectus/Joint Proxy Statement, shall, in order to cause the case of the Registration Statement, at the time the Registration Statement becomes effective and, in the case of the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. D&N agrees promptly to advise Republic if at any time before on the Republic date or D&N Stockholders' Meeting any information provided by D&N in dates the Prospectus/Joint Proxy Statement (through incorporation by reference is first mailed to the stockholders of the Parent and the Amorcyte Stockholders and on the date or otherwise) becomes incorrect dates of the NeoStem Meeting and the Amorcyte Meeting, contain any untrue statement of a material fact or incomplete in any omit to state a material respect and fact required to provide the information needed to correct such inaccuracy be stated therein or omission. D&N shall furnish Republic with such supplemental information as may be necessary in order to cause such Prospectus/Joint Proxy Statementmake the statements therein, insofar as it relates to D&N in the light of the circumstances under which they were made, not misleading. Amorcyte will supply NeoStem with all business, financial, accounting, legal, management and its Subsidiariesother information about Amorcyte, to comply with Section 1.9(a) hereof. (c) Republic shall furnish D&N with such information concerning Republic the Amorcyte Group, any Person in the Amorcyte Group, the Amorcyte Stockholders and its Subsidiaries the Amorcyte Business as is necessary required to be disclosed in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. Republic agrees promptly to advise D&N if at any time before the D&N or Republic Stockholders' Meeting any information provided by Republic in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide D&N with the information needed to correct such inaccuracy or omission. Republic shall furnish D&N with such supplemental information as may be necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to Republic and its Subsidiaries, to comply with Section 1.9(a)a Form S-4 under SEC rules. (d) Republic shall promptly file the Registration Statement with the SEC and applicable state securities agencies. D&N and Republic shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws at the earliest practicable date. D&N authorizes Republic to utilize in the Registration Statement the information concerning D&N and its Subsidiaries incorporated by reference in, and provided to Republic for the purpose of inclusion in, the Prospectus/Joint Proxy Statement. Republic shall advise D&N promptly when the Registration Statement has become effective and of any supplements or amendments thereto, and Republic shall furnish D&N with copies of all such documents. Before the Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (other than the Prospectus/Joint Proxy Statement) that might constitute a "prospectus" relating to the Merger within the meaning of the Securities Act.

Registration Statement; Prospectus/Joint Proxy Statement. (a) For As promptly as practicable after the purposes (i) date of holding the Republic Stockholders' Meetingthis Agreement, (ii) of registering Raptor and TPT shall prepare and cause to be filed with the Securities and Exchange Commission ("SEC") and with applicable state securities authorities the Republic Common Stock to be issued to holders of D&N Common Stock in connection with the Merger and (iii) of holding the D&N Stockholders' Meeting, the parties shall cooperate in the preparation of an appropriate registration statement (such registration statement, together with all and any amendments and supplements thereto, is referred to herein as the "Registration Statement"), including SEC the Prospectus/Joint Proxy Statement satisfying and TPT shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Prospectus/Joint Proxy Statement will be included as a prospectus, with respect to the issuance of TPT Common Stock in the Merger. Each of Raptor and TPT shall furnish all applicable requirements information concerning it and the holders of applicable state laws, and its capital stock as the other may reasonably request in connection with the preparation of the Securities Act of 1933 (the "Securities Act") Form S-4 Registration Statement and the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder (such Prospectus/Joint Proxy Statement, together with any . Each of Raptor and all amendments or supplements thereto, is referred TPT shall use commercially reasonable efforts to herein as cause the "Form S-4 Registration Statement and the Prospectus/Joint Proxy Statement"). (b) D&N shall furnish such information concerning D&N Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its Subsidiaries staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is necessary in order filed with the SEC. Each of TPT and Raptor will use commercially reasonable efforts to cause the Prospectus/Joint Proxy StatementStatement to be mailed to its respective stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. All documents that either Raptor or TPT is responsible for filing with the SEC in connection with the Contemplated Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 4.6(a). Each of Raptor and TPT shall also promptly file, insofar use commercially reasonable efforts to cause to become effective as it relates promptly as possible any amendment to the Form S-4 Registration Statement or Prospectus/Joint Proxy Statement that becomes necessary after the date the S-4 Registration Statement is declared effective and, if required, each of TPT and Raptor will promptly cause such entities, amendment to comply with Section 1.9(abe mailed to its respective stockholders. (b) hereof. D&N agrees promptly to advise Republic if If at any time before prior to the Republic Effective Time either party becomes aware of any event or D&N Stockholders' Meeting circumstance which is required to be set forth in an amendment or supplement to the Form S-4 Registration Statement or Prospectus/Joint Proxy Statement, it shall promptly inform the other party. (c) Each of Raptor and TPT will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any information provided supplement or amendment thereto has been filed, the issuance of any stop order, or any request by D&N in the SEC for amendment of the Prospectus/Joint Proxy Statement or Form S-4 Registration Statement or comments thereon or responses thereto, and shall provide each other with copies of (through incorporation by reference i) all correspondence between it or otherwise) becomes incorrect any of its Representatives, on the one hand, and the SEC or incomplete in any material staff of the SEC, on the other hand, with respect and to provide the information needed to correct such inaccuracy or omission. D&N shall furnish Republic with such supplemental information as may be necessary in order to cause such Prospectus/Joint Proxy Statement, insofar as it relates to D&N and its Subsidiaries, to comply with Section 1.9(a) hereof. (c) Republic shall furnish D&N with such information concerning Republic and its Subsidiaries as is necessary in order to cause the Prospectus/Joint Proxy LEGAL_US_W # 62319343.5 -53- Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. Republic agrees promptly to advise D&N if at any time before the D&N or Republic Stockholders' Meeting any information provided by Republic in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide D&N with the information needed to correct such inaccuracy or omission. Republic shall furnish D&N with such supplemental information as may be necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to Republic and its Subsidiaries, to comply with Section 1.9(a). (d) Republic shall promptly file the Form S-4 Registration Statement with or the Merger and (ii) all Orders of the SEC and applicable state securities agencies. D&N and Republic shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws at the earliest practicable date. D&N authorizes Republic to utilize in the Registration Statement the information concerning D&N and its Subsidiaries incorporated by reference in, and provided to Republic for the purpose of inclusion in, the Prospectus/Joint Proxy Statement. Republic shall advise D&N promptly when the Registration Statement has become effective and of any supplements or amendments thereto, and Republic shall furnish D&N with copies of all such documents. Before the Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (other than the Prospectus/Joint Proxy Statement) that might constitute a "prospectus" relating to the Merger within the meaning of the Securities ActForm S-4 Registration Statement.

Registration Statement; Prospectus/Joint Proxy Statement. (a) For As promptly as practicable after the purposes (i) date of holding the Republic Stockholders' Meetingthis Agreement, (ii) of registering Raptor and TPT shall prepare and cause to be filed with the Securities and Exchange Commission ("SEC") and with applicable state securities authorities the Republic Common Stock to be issued to holders of D&N Common Stock in connection with the Merger and (iii) of holding the D&N Stockholders' Meeting, the parties shall cooperate in the preparation of an appropriate registration statement (such registration statement, together with all and any amendments and supplements thereto, is referred to herein as the "Registration Statement"), including SEC the Prospectus/Joint Proxy Statement satisfying and TPT shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Prospectus/Joint Proxy Statement will be included as a prospectus, with respect to the issuance of TPT Common Stock in the Merger. Each of Raptor and TPT shall furnish all applicable requirements information concerning it and the holders of applicable state laws, and its capital stock as the other may reasonably request in connection with the preparation of the Securities Act of 1933 (the "Securities Act") Form S-4 Registration Statement and the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder (such Prospectus/Joint Proxy Statement, together with any . Each of Raptor and all amendments or supplements thereto, is referred TPT shall use commercially reasonable efforts to herein as cause the "Form S-4 Registration Statement and the Prospectus/Joint Proxy Statement"). (b) D&N shall furnish such information concerning D&N Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its Subsidiaries staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is necessary in order filed with the SEC. Each of TPT and Raptor will use commercially reasonable efforts to cause the Prospectus/Joint Proxy StatementStatement to be mailed to its respective stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. All documents that either Raptor or TPT is responsible for filing with the SEC in connection with the Contemplated Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 4.6(a). Each of Raptor and TPT shall also promptly file, insofar use commercially reasonable efforts to cause to become effective as it relates promptly as possible any amendment to the Form S-4 Registration Statement or Prospectus/Joint Proxy Statement that becomes necessary after the date the S-4 Registration Statement is declared effective and, if required, each of TPT and Raptor will promptly cause such entities, amendment to comply with Section 1.9(abe mailed to its respective stockholders. (b) hereof. D&N agrees promptly to advise Republic if If at any time before prior to the Republic Effective Time either party becomes aware of any event or D&N Stockholders' Meeting circumstance which is required to be set forth in an amendment or supplement to the Form S-4 Registration Statement or Prospectus/Joint Proxy Statement, it shall promptly inform the other party. (c) Each of Raptor and TPT will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement has become effective or any information provided supplement or amendment thereto has been filed, the issuance of any stop order, or any request by D&N in the SEC for amendment of the Prospectus/Joint Proxy Statement or Form S-4 Registration Statement or comments thereon or responses thereto, and shall provide each other with copies of (through incorporation by reference i) all correspondence between it or otherwise) becomes incorrect any of its Representatives, on the one hand, and the SEC or incomplete in any material staff of the SEC, on the other hand, with respect and to provide the information needed to correct such inaccuracy or omission. D&N shall furnish Republic with such supplemental information as may be necessary in order to cause such Prospectus/Joint Proxy Statement, insofar as it relates to D&N and its Subsidiaries, to comply with Section 1.9(a) hereof. (c) Republic shall furnish D&N with such information concerning Republic and its Subsidiaries as is necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. Republic agrees promptly to advise D&N if at any time before the D&N or Republic Stockholders' Meeting any information provided by Republic in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide D&N with the information needed to correct such inaccuracy or omission. Republic shall furnish D&N with such supplemental information as may be necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to Republic and its Subsidiaries, to comply with Section 1.9(a). (d) Republic shall promptly file the Form S-4 Registration Statement with or the Merger and (ii) all Orders of the SEC and applicable state securities agencies. D&N and Republic shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws at the earliest practicable date. D&N authorizes Republic to utilize in the Registration Statement the information concerning D&N and its Subsidiaries incorporated by reference in, and provided to Republic for the purpose of inclusion in, the Prospectus/Joint Proxy Statement. Republic shall advise D&N promptly when the Registration Statement has become effective and of any supplements or amendments thereto, and Republic shall furnish D&N with copies of all such documents. Before the Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (other than the Prospectus/Joint Proxy Statement) that might constitute a "prospectus" relating to the Merger within the meaning of the Securities ActForm S-4 Registration Statement.

Registration Statement; Prospectus/Joint Proxy Statement. (a) For the purposes (i) of holding the Republic Avondale Stockholders' Meeting, (ii) of registering with the Securities and Exchange Commission ("SEC") and with applicable state securities authorities the Republic Avondale Common Stock to be issued to holders of D&N Coal City Common Stock in connection with the Company Merger and (iii) of holding the D&N Coal City Stockholders' Meeting, the parties shall cooperate in the preparation of an appropriate registration statement (such registration statement, together with all and any amendments and supplements thereto, is referred to herein as the "Registration Statement"), including the Prospectus/Joint Proxy Statement satisfying all applicable requirements of applicable state laws, and of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder (such Prospectus/Joint Proxy Statement, together with any and all amendments or supplements thereto, is referred to herein as the "Prospectus/Joint Proxy Statement"). (b) D&N Avondale shall furnish such information concerning D&N Avondale and its Subsidiaries as is necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. D&N Avondale agrees promptly to advise Republic Coal City if at any time before the Republic Coal City or D&N Avondale Stockholders' Meeting any information provided by D&N Avondale in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide the information needed to correct such inaccuracy or omission. D&N Avondale shall furnish Republic Coal City with such supplemental information as may be necessary in order to cause such Prospectus/Joint Proxy Statement, insofar as it relates to D&N Avondale and its Subsidiaries, to comply with Section 1.9(a) hereof. (c) Republic Coal City shall furnish D&N Avondale with such information concerning Republic Coal City and its Subsidiaries as is necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. Republic Coal City agrees promptly to advise D&N Avondale if at any time before the D&N Avondale or Republic Coal City Stockholders' Meeting any information provided by Republic Coal City in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide D&N Avondale with the information needed to correct such inaccuracy or omission. Republic Coal City shall furnish D&N Avondale with such supplemental information as may be necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to Republic Coal City and its Subsidiaries, to comply with Section 1.9(a). (d) Republic Avondale shall promptly file the Registration Statement with the SEC and applicable state securities agencies. D&N Avondale and Republic Coal City shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws at the earliest practicable date. D&N Coal City authorizes Republic Avondale to utilize in the Registration Statement the information concerning D&N Coal City and its Subsidiaries incorporated by reference in, and provided to Republic Avondale for the purpose of inclusion in, in the Prospectus/Joint Proxy Statement. Republic Avondale shall advise D&N Coal City promptly when the Registration Statement has become effective and of any supplements or amendments thereto, and Republic Avondale shall furnish D&N Coal City with copies of all such documents. Before the Company Merger Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (other than the Prospectus/Joint Proxy Statement) that might constitute a "prospectus" relating to the Company Merger within the meaning of the Securities Act.

Registration Statement; Prospectus/Joint Proxy Statement. (a) For None of the purposes (i) of holding the Republic Stockholders' Meeting, (ii) of registering with the Securities and Exchange Commission ("SEC") and with applicable state securities authorities the Republic Common Stock information supplied or to be issued to holders of D&N Common Stock in connection with the Merger and (iii) of holding the D&N Stockholders' Meeting, the parties shall cooperate supplied by PCT for inclusion in the preparation of an appropriate registration statement (such registration statement, together with all and any amendments and supplements thereto, is referred to herein as the "Registration Statement"), including the Prospectus/Joint Proxy Statement satisfying all applicable requirements of applicable state laws, and of the Securities Act of 1933 (the "Securities Act") and Form 8-K under the Securities Exchange Act of 1934 (the "Exchange Act") or the registration statement under the Securities Act registering the Parent Common Stock or other Parent securities as to be issued pursuant to this Agreement (such registration statement, as amended by any amendments thereto, being referred to herein as the “Registration Statement”) or the Prospectus/Joint Proxy Statement to be sent to the stockholders of Parent and the rules Members of PCT in connection with the special meeting of stockholders of Parent at which such stockholders will be asked to approve the issuance of Parent Common Stock pursuant to this Agreement (the “NeoStem Meeting”) and regulations thereunder the special meeting of the Members of PCT at which the Members will be asked to approve the Merger and this Agreement (the “PCT Meeting”) (such Prospectus/Joint Proxy Statement, together with as amended or supplemented by any and all amendments or supplements thereto, is being referred to herein as the "“Prospectus/Joint Proxy Statement"”). (b) D&N shall furnish such information concerning D&N , including all amendments and its Subsidiaries as is necessary supplements to the Registration Statement and Prospectus/Joint Proxy Statement, shall, in order to cause the case of the Registration Statement, at the time the Registration Statement becomes effective and, in the case of the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. D&N agrees promptly to advise Republic if at any time before on the Republic date or D&N Stockholders' Meeting any information provided by D&N in dates the Prospectus/Joint Proxy Statement (through incorporation by reference is first mailed to NeoStem stockholders and the Members of PCT and on the date or otherwise) becomes incorrect dates of the NeoStem Meeting and the PCT Meeting, contain any untrue statement of a material fact or incomplete in any omit to state a material respect and fact required to provide the information needed to correct such inaccuracy be stated therein or omission. D&N shall furnish Republic with such supplemental information as may be necessary in order to cause such Prospectus/Joint Proxy Statementmake the statements therein, insofar as it relates to D&N in the light of the circumstances under which they were made, not misleading. PCT will supply NeoStem with all business, financial, accounting, legal, management and its Subsidiariesother information about PCT, to comply with Section 1.9(a) hereof. (c) Republic shall furnish D&N with such information concerning Republic the PCT Group, any Person in the PCT Group, the Members and its Subsidiaries the PCT Business as is necessary required to be disclosed in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. Republic agrees promptly to advise D&N if at any time before the D&N or Republic Stockholders' Meeting any information provided by Republic in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide D&N with the information needed to correct such inaccuracy or omission. Republic shall furnish D&N with such supplemental information as may be necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to Republic and its Subsidiaries, to comply with Section 1.9(a)a Form S-4 under SEC rules. (d) Republic shall promptly file the Registration Statement with the SEC and applicable state securities agencies. D&N and Republic shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws at the earliest practicable date. D&N authorizes Republic to utilize in the Registration Statement the information concerning D&N and its Subsidiaries incorporated by reference in, and provided to Republic for the purpose of inclusion in, the Prospectus/Joint Proxy Statement. Republic shall advise D&N promptly when the Registration Statement has become effective and of any supplements or amendments thereto, and Republic shall furnish D&N with copies of all such documents. Before the Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (other than the Prospectus/Joint Proxy Statement) that might constitute a "prospectus" relating to the Merger within the meaning of the Securities Act.

Registration Statement; Prospectus/Joint Proxy Statement. (a) For None of the purposes (i) of holding the Republic Stockholders' Meeting, (ii) of registering with the Securities and Exchange Commission ("SEC") and with applicable state securities authorities the Republic Common Stock information supplied or to be issued to holders of D&N Common Stock in connection with the Merger and (iii) of holding the D&N Stockholders' Meetingsupplied by CBH, the parties shall cooperate in the preparation of an appropriate registration statement (such registration statement, together with all and any amendments and supplements thereto, is referred to herein as the "Registration Statement"), including the Prospectus/Joint Proxy Statement satisfying all applicable requirements of applicable state lawsErye or CBC for inclusion in, and none of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder (such Prospectus/Joint Proxy Statement, together with any and all amendments or supplements thereto, is referred to herein as the "Prospectus/Joint Proxy Statement"). (b) D&N shall furnish such information concerning D&N and its Subsidiaries as is necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. D&N agrees promptly to advise Republic if at any time before the Republic or D&N Stockholders' Meeting any information provided by D&N in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide the information needed to correct such inaccuracy or omission. D&N shall furnish Republic with such supplemental information as may be necessary in order to cause such Prospectus/Joint Proxy Statement, insofar as it relates to D&N and its Subsidiaries, to comply with Section 1.9(a) hereof. (c) Republic shall furnish D&N with such information concerning Republic and its Subsidiaries as is necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to such entities, to comply with Section 1.9(a) hereof. Republic agrees promptly to advise D&N if at any time before the D&N or Republic Stockholders' Meeting any information provided by Republic in the Prospectus/Joint Proxy Statement (through incorporation by reference or otherwise) becomes incorrect or incomplete in any material respect and to provide D&N with the information needed to correct such inaccuracy or omission. Republic shall furnish D&N with such supplemental information as may be necessary in order to cause the Prospectus/Joint Proxy Statement, insofar as it relates to Republic and its Subsidiaries, to comply with Section 1.9(a). (d) Republic shall promptly file the Registration Statement with the SEC and applicable state securities agencies. D&N and Republic shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws at the earliest practicable date. D&N authorizes Republic to utilize in the Registration Statement the information concerning D&N regarding CBH and its Subsidiaries incorporated by reference in, the registration statement under the Securities Act registering the NeoStem Common Stock to be issued pursuant to the Merger and provided the shares of common stock, par value $1.00 per share, of CBC (the “CBC Common Stock”) to Republic for be issued pursuant to the purpose Spin-Off (such registration statement, as amended by any amendments thereto, being referred to herein as the “Registration Statement”) or the prospectus/joint proxy statement to be sent to the stockholders of inclusion inNeoStem and CBH in connection with the annual meeting of stockholders of NeoStem at which such stockholders will be asked to approve the issuance of NeoStem Common Stock pursuant to the Merger (the “NeoStem Annual Meeting”) and the special meeting of the stockholders of CBH at which such stockholders will be asked to approve the Spin-Off, the Merger and this Agreement (the “CBH Special Meeting”) (such prospectus/joint proxy statement, as amended by any amendments thereto, being referred to herein as the “Prospectus/Joint Proxy Statement”), including all amendments and supplements to the Registration Statement and Prospectus/Joint Proxy Statement, shall, in the case of the Registration Statement, at the time the Registration Statement becomes effective and, in the case of the Prospectus/Joint Proxy Statement. Republic shall advise D&N promptly when , on the Registration Statement has become effective and of any supplements date or amendments thereto, and Republic shall furnish D&N with copies of all such documents. Before the Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (other than dates the Prospectus/Joint Proxy Statement) that might constitute a "prospectus" relating Statement is first mailed to NeoStem and CBH stockholders and on the Merger within the meaning date or dates of the Securities ActNeoStem Annual Meeting and the CBH Special Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. CBH and Erye will supply NeoStem with all business, financial, legal, management and other information required for inclusion in a Form S-4 under SEC rules.